Re ig Group Annual Report

Transcription

Rettig Group
Annual Report
2013
VALUE FOR GENERATIONS
Value for generations
Rettig Group is a Finnish family business that creates value for generations
through sustainable and long-term growth. In all our businesses we
focus on leading market positions and more customer value with less
environmental impact.
• RETTIG GROUP - HEAD OFFICE
• NORDKALK - HEAD OFFICE
• NORDKALK
• RETTIG ICC - HEAD OFFICE
• RETTIG ICC
• BORE - HEAD OFFICE
• BORE
H
H
H
H
Contents
Indoor climate comfort
Europe’s leading supplier of heat
emitters and indoor climate comfort.
Chairman’s review
2
The year in brief
4
Our businesses
6
STRATEGY
8
CEO’s review
10
Our world
13
Investor Relations summary
14
BUSINESS OPERATIONS
Rettig ICC
16
Nordkalk
21
Bore
26
FINANCIAL STATEMENTS
Limestone-based products
Northern Europe’s leading supplier of
limestone-based products for industry,
agriculture and environmental care.
Report of the Board of Directors
32
Income statement
36
Balance sheet
37
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ì
Accounting principles
39
38)7ì83ì8,)ìæ2%2'-%0ì78%8)1)287ì
Five-year review
53
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ì
Auditor’s report
54
OUR PEOPLE
Industrial shipping services
European industrial shipping service
provider.
Ownership and corporate governance
56
Board of Directors
57
Group management
58
Business management teams
Contacts
59
60
RETTIG GROUP ANNUAL REPORT 2013
Chairman’s review
Rettig Group’s mission is to create value for
generations of owners, key stakeholders
and society in general.
We believe that a successful company is valuable not
only to its owners, but also to its employees, its business
partners and the society in which it operates. Our “value for
generations” mission includes three fundamental objectives:
• Sustainable long-term growth
• Leading market positions
• More customer value with less environmental impact
Rettig Group comprises over 200 years of family business
traditions. Our business activities are based on a long-term
strategy of sustainable and proætable growth. t is essential
that Rettig Group creates value not only for the current
generations of stakeholders but also for future generations.
As a family held business, we have the patience to develop
the businesses in a long-term and sustainable way. We have
time to wait, but not to waste.
t is important that our business areas have leading
market positions. Rettig Indoor limate omfortJ is
today a leading supplier of heat emitters and indoor climate
comfort solutions in Europe. Our vision is to strengthen this
position further through growth in new markets and related
businesses. Nordkalk is today northern Europe’s leading
supplier of limestone-based products for industry, agriculture
and environmental care. According to our vision, we aim for
growth from new, high-value limestone-based businesses and
new markets. ore provides modern Ro-Ro Iroll-on roll-offJ
tonnage and short-sea dry-cargo shipping services, mainly
in northern Europe. For Bore shipping-related environmental
regulations and emission restrictions provide an opportunity
2
to differentiate and become a leading company in a niche
market of sustainable and energy-efæcient shipping.
With a growing world population as well as globally
increasing wealth and consumption, a number of
environmental problems are rapidly arising. There is a
huge and steadily increasing demand for sustainable and
environmentally friendly products and services, including
clean technologies. The following clean technology
megatrends drive the demand in our three business areas:
•
•
•
•
Energy-efæcient buildings
Efæcient use of resources
lean water and air
Low-emission transport
All our businesses include clean technologies offering
customers more value with less environmental impact.
About one-quarter of the total energy consumed in Europe
is used to regulate the temperature in buildings. Rettig
provides solutions for better indoor climate comfort
with lower energy consumption. Furthermore, Rettig is continuously developing its manufacturing processes
and products to enable more efæcient use of resources.
Nordkalk’s limestone-based products increase the efæciency
of industrial processes and agriculture. For instance, the
Fostop® concept reduces harmful leakage of phosphorus
from land to waterways, lakes and seas while simultaneously
increasing harvests. Furthermore, Nordkalk’s limestonebased products are needed for the cleaning of water,
çue gases and efçuent from industry and power plants.
Offering more customer value with
less environmental impact is an
important cornerstone of our
“value for generations” mission.
Today Bore operates some of the most sustainable and
energy-efæcient cargo ships in their category thanks to the
employment of the latest technologies. Achieving further
reductions in emissions and fuel consumption is a strategic
focus area for Bore.
Offering more customer value with less environmental
impact is an important cornerstone of our “value for
generations” mission. That is one of the reasons why Rettig
Group is a member of leantech Finland. We are proud of
the fact that the products and services from all our business
areas can contribute to a better world for future generations.
Thank you, therefore, to all our employees, customers
and business partners, for your excellent assistance,
cooperation and reliable support.
yril von Rettig
hairman
3
The year in brief
Key financials
Turnover
EBITDA
974
132
EUR million
EUR million
ìíîìB
í
ìíîìBîì
EBIT
Net result
36
1
EUR million
EUR million
ìíîìBì
ìíîìBO
Capital
employed
Net gearing
753
70%
EUR million
Turnover by country 2013
Turnover by business
area 2013
• ìîÄ
• #îÄ
• !îÄ
• îíÄ
• Ä
• Ä
• Ä
• ìíÄ
• Ä
• Ä
• BORE Ä
EBITDA by business
area 2013
Capital employed by
business area 2013
• Ä
• Ä
• BORE îîÄ
• ìÄ
• Ä
• BORE ìÄ
ìíîìBÄ
ìíîìBî
4
Return on capital
employed
Personnel
at end of period
5%
4,322
ìíîìBÄ
ìíîìBAî
1 January
Neil Macpherson
78%687%72);
3*)88-+
1 January
Tomas von Rettig
starts as new VP
36436%8)-2%2')
and Development of
Rettig Group
9 January
,%2+)7-2
ownership structure
30 April
Nordkalk to increase
production in Louhi in
Savonlinna, Finland
18 June
328-29)(0)+%0463')77
for Nordkalk’s Bunge
quarry in Sweden
22 August
2013 half-year result:
stable performance
despite challenging
market conditions
12 December
)88-+83
discontinue production
of electric radiators in
Järpås in Sweden
17 January
Rettig Group becomes
member of
0)%28)',-20%2(
6 March
Bore’s
M/V Norqueen sold
25 February
37)æ2%%005:-78
starts as new
%2%+)63*
Rettig Group
25 February
2012 full-year result
49&0-7,)(B78%&0)æ2%2'-%0
performance with strong
*6))'%7,ç3;
Rettig Group
2013
26 August
Håkan Modig starts
%72);3*36)
3 October
Rettig Group completes
tender offer of
outstanding bond
issued in 2010
29 October
Nordkalk’s
codetermination
2)+38-%8-327æ2%0-7)(
7 November
Third quarter:
interim
management
statement
1 November
Rettig Group signs
new EUR 110 million
O=)%66):30:-2+
credit facility
30 October
Rettig Group becomes
founding donor of
8,));,-0(6)27T
Hospital in Helsinki
5
Businesses of Rettig Group
6
Rettig ICC
Nordkalk
Bore
Mission
More indoor climate comfort
with less resources, energy and
emissions.
More clean water, food, energy
and products with less resources
and emissions.
More industrial sea freight
services with less fuel and
emissions.
Vision
Europe’s leading supplier of heat
emitter and climate comfort
solutions. Growth from related
and new markets.
Northern Europe’s leading
supplier of limestone-based
products. Growth in high-value
businesses and new markets.
Leading short-sea shipping
service provider with a
sustainable and energy
efæcient çeet.
Business
drivers
Housing construction including
newbuild and refurbishment.
onstruction activity. roduction
of metals, paper and other basic
materials. Water and çue gas
cleaning.
nternational trade within Europe.
Customer
base
The largest direct customers are
sanitary and heating wholesalers
based in northern, western,
central and eastern Europe but
increasingly also in North America
and Asia. Vogel&Noot targets midsized to big heating applications,
while Purmo Radson is focused
on domestic housing and small
heating applications.
Pulp and paper, chemical,
construction, metals and
mining industries as well as
in environmental care and
agriculture.
Established line operators and
industrial customers including
Nordkalk.
Main markets
Austria, Belgium, France,
Germany, Poland, Russia, Sweden,
the UK.
Baltic countries, Finland,
Germany, Poland, Russia, Sweden.
The Baltic Sea, the Bay of Biscay,
the Mediterranean Sea,
the North Sea.
Presence
Manufacturing at î plants in
Austria, Belgium, Finland, France,
Germany, Hungary, reland,
Poland, Sweden, Turkey and
the UK.
Activities at more than 30
locations in nine countries
including Estonia, Finland,
Germany, Lithuania, Norway,
Poland, Russia, Sweden and
Ukraine.
Bore has ofæces in three
locations, in Finland IHelsinki and
MariehamnJ and the Netherlands
IAmsterdamJ.
Products and
services
Radiators, underçoor heating,
valves and controls.
and knowhow for industrial,
environmental and agricultural
processes.
ndustrial shipping services.
STRATEGY
Long-term value growth
Leading market positions
More with less
7
MISSION
Sustainable long-term growth • Leading market positions •
More customer value with less environmental impact
TARGETS AND VISION
ROCE > 9%
NET GEARING < 60%
EBITDA GROWTH > 5% P.A.
Rettig ICC – Europe’s leading supplier of heat
emitters and indoor climate comfort solutions.
Growth from related and new markets.
Nordkalk – Northern Europe’s leading supplier of
limestone-based products. Growth from high-value
businesses and new markets.
Bore – Leading short-sea shipping service provider
with a sustainable and energy efficient fleet.
8
CORPORATE VALUES
Openness • Fairness •
Modesty • Trust and respect
STRATEGIC ACTIONS
MEGATRENDS
GROW PROFITS
REDUCE DEBT TO ENABLE GROWTH
FINANCE PROACTIVELY
Grow in target markets
Simplify operations
Innovate new solutions
Improve cost efficiency
Innovate new business
Grow profitably
Divest to renew
Support Nordkalk
Reduce emissions
9
CEO’s review
Focus on strategy
Year 2013 was characterised by strong
cash çow and improved proætability despite
unchanged turnover.
Throughout the year 2013 the recession in Europe resulted
in weak demand in several industries that in turn drive
demand for products and services of Rettig Group’s three
business areas. onstruction volumes in Europe were
clearly below the previous year’s levels. Low building and
refurbishment activities resulted in low demand for both
heat emitters and limestone-based products. Furthermore,
low production volumes in the steel and paper industries
kept the demand for limestone-based products at a low
level. On the other hand, demand for limestone-based
products for environmental purposes continued to grow.
European short-sea shipping companies continued to
struggle with stagnated volumes, heavy overcapacity and
low freight rates.
Strategy implementation
Rettig Group aims for economic value added and proætable
growth with a strong balance sheet. These strategic
objectives translate into the long-term ænancial targets of an
ROE Ireturn on capital employedJ over per cent, EBTA
growth above per cent per year and net gearing below
60 per cent.
To reach these targets our key actions in 2013 focused
on improving the proætability and cash çow, reducing debt,
ensuring long-term proætable growth and implementing a
proactive funding strategy. n 2013 Rettig Group’s free cash
çow was EUR 10 million compared to EUR 3 million in 2012.
Net debt was reduced by EUR 39 million during the year.
Thus, the net gearing at the end of the year was 69.9 per cent
compared to .3 per cent one year earlier. EBTA grew
by .9 per cent to EUR 132 million, while ROE improved to
10
.6 per cent from 2.9 per cent in 2012 despite unchanged
turnover. As part of the proactive funding strategy new
investor relations processes were introduced, including
a capital markets day in March and quarterly reporting.
A partial buy-back of the EUR 100 million bond issued in
2010 was completed, leaving EUR million of the bond
outstanding. n October a new EUR 110 million æve-year
revolving credit facility was signed, replacing a similar value
of existing credit arrangements.
n anuary 2013 Neil Macpherson started as EO of Rettig
. uring the year Rettig focused on growth in target
markets, simpliæcation of operations and new innovative
product solutions. Despite strong sales growth in some target
markets, in particular Russia and hina, the total turnover
remained unchanged due to low demand in western Europe.
As a result of the simpliæcation of operations and other
cost-reduction measures Rettig ’s EBTDA was somewhat
improved. At the end of the year, Rettig decided to
discontinue the production of electric radiators in Järpås in
Sweden, replacing the Järpås-produced products with a new,
improved design produced in the existing Gateshead plant
in the United Kingdom. Several new energy-saving products
were also successfully launched during the year.
Nordkalk’s strategic actions in 2013 comprised costefæciency improvements, innovations and proætable growth.
Optimisation and cost-efæciency improvement actions
resulted in improved EBTDA. Nordkalk continued to focus
on development of new high-value businesses. n August
Nordkalk was able to restart its limestone mine and kiln
producing quicklime in Louhi in Savonlinna, Finland. These
operations in Louhi had been idled since 2009. The start-up
KEY FINANCIAL TARGETS
ROCE > 9%
Net gearing < 60%
EBITDA growth > 5% p.a.
Return on capital employed, Rettig Group
%
10
8
6
2
0
09
10
11
12
13
11
12
13
Net gearing, Rettig Group
%
of the new Bunge quarry on Gotland was further delayed due
to the prolonged permit process. As a precaution, alternative
supply arrangements were established to serve customers in
the event of further delays of several years.
29+978ìíîA/%23(-+79''))()(,31%7
6%2'/%73*36)@2%''36(%2');-8,36)T7786%8)+=A
operations in 2013 focused on divesting old vessels,
supporting Nordkalk to optimise its sea transports and
6)(9'-2+)1-77-327@2%6',36)T7:)77)0^ 3659))2
was sold. As a result of cooperation with Nordkalk, M/V
Beatrix was chartered for limestone transports during the
year. Bore continued, in close cooperation with Nordkalk,
to identify and develop the most feasible sulphur-cleaning
technologies for its vessels to meet the new environmental
0)+-70%8-32&)-2+)2*36')(-2ìíî-28,)%08-')%A8,)368,
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100
80
60
í
20
0
09
10
EBITDA, Rettig Group
EUR million
îí
Outlook for 2014
,)&97-2)77)2:-6321)28;-006)1%-2',%00)2+-2+-2ìíî%7
economic growth in Europe is forecasted to be low. We will
continue to implement our strategy. This means continuous
)**368783-1463:)396463æ8%&-0-8=%2(786)2+8,)2396
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members, colleagues and all employees for their continued
86978A)28,97-%71%2(7944368@968,)6136)A;%28838,%2/
our customers, banks, investors and suppliers for good
cooperation.
Hans Sohlström
6)7-()28%2(
120
90
60
30
0
EBITDA
growth
09
10
11
12
13
1%
66%
-8%
-7%
5%
11
Strategic actions in 2013
KEY ACTIONS
ACHIEVEMENTS 2013
Rettig Group
Grow proæts
EBTDA improved from EUR 12 million to EUR 132 million.
ROE improved from 2.9 per cent to .6 per cent.
Reduce debt to enable
growth
Net debt down from EUR 32 million in 2012 to EUR 2 million in 2013.
Finance proactively
New investor relations processes were introduced. A partial buy-back of the EUR 100 million bond
issued in 2010 was completed. A new EUR 110 million æve-year revolving credit facility was signed,
replacing a similar value of existing credit arrangements.
Rettig ICC
Grow in target markets
Sales growth especially in eastern Europe, Russia and hina.
Simplify operations
losure of radiator production in Järpås in Sweden.
ntroduction of new Gateshead-produced electric radiator and LEAN programme.
Rollout of the enterprise resource planning IERPJ project.
nnovate new solutions
New Research entre in rimmitschau in Germany.
New production facility in the Mosonmagyaróvár plant in Hungary for the mass manufacture of the
new low-energy ULOW E2 product.
The UK-produced iVector product launched in Poland with plans to extend into other markets.
Nordkalk
mprove cost efæciency
mproved process from sales forecasts to production planning, capacity utilisation and customer
deliveries.
Pulp and paper segment uniæed the product range and improved customer deliveries.
NorFraKalk improved the performance of its lime kiln.
A new and simpliæed operational model and an organisational structure with focused resources
were introduced which lead to reduction in personnel, especially in Finland.
Bunge project on Gotland continued. Nordkalk applied for prolongation of the mining permit in
Klinthagen on Gotland.
nnovate new business
New products introduced and segments approached in Poland including agriculture and some
industrial applications.
New product portfolio introduced to the polymer market.
Absorbent for çue gas desulphurisation IFGDJ on board vessels available. Successful tests
conducted of both granulation technology and various raw material options.
Grow proætably
Mine and kiln in Louhi in Savonlinna, Finland, were reopened.
Bore
12
Divest to renew
M^V Norqueen was divested leading to lowered average age of the Bore çeet and reduced bunker
consumption.
Support Nordkalk
Nordkalk’s shipping function integrated into Bore as the new Bore Logistics Team was set up. The
ærst year of the cooperation ran smoothly with Bore serving Nordkalk on several of its transport
routes.
Reduce emissions
n M^V Bore Sea and M^V Bore Song current and future environmental issues have been taken into
consideration. M^V Bore Sea has achieved energy and fuel savings of around 1 per cent. A threeyear plan for fuel-saving alternatives or fuel cleaning equipment IscrubberJ alternatives was set up
for the remainder of the çeet.
Our world
By 2030 the world population will grow by about 2 billion people and up to three billion people are expected
to join the global middle class. While this is likely to boost global demand, it will also increase the need for
natural resources such as clean water, food, energy, minerals and metals. Obtaining new natural resources
is expected to become more difæcult. Cost of energy, raw materials and other commodities is also expected
to increase. In addition, higher demand and consumption drive environmental deterioration, which makes
the supply of natural resources more vulnerable. With future generations in mind, this natural resource
productivity challenge is an important global issue. Demand for sustainable and environmentally friendly
products and services are growing. Clean technologies for improved energy and material efæciency,
the puriæcation of water and air emissions, and environmentally friendlier logistics form the core of
environmental businesses. These represent a global market of over EUR 1 trillion annual sales. Experts
estimate that this market will double in size by 2020.
More with less — Rettig Group’s cleantech strategy
The natural resource productivity challenge is a strategic business opportunity for Rettig Group as all our
business areas operate in the area of clean technologies, continuously striving to offer customers more value
with less environmental impact.
OUR COMMITMENT
Rettig ICC
Nordkalk
Bore
OUR OFFERING
Energy-efæcient indoor climate
comfort solutions.
• Low temperature heat emitters Ie.g. ULOW E2J.
• mproved material efæciency.
• ncreased recycling of materials.
• Reduced energy consumption.
for environmental protection
such as çue gas and water
cleaning, soil improvement and
improved efæciency of industrial
processes.
• Fostop® concept for cleaner seas and recycling of phosphorus.
• Water cleaning and neutralising of acidiæed lakes.
• Desulphurisation of çue gases from power plants and industry.
• ncreased use of renewable energy.
• Development of çue gas desulphurisation concepts for ships with
Bore.
Energy-efæcient cargo shipping.
• Bore Sea Q the world’s most energy efæcient RoRo ship in her class.
• nvestment in energy saving technologies Ifrequency converters,
voyage planning systems etc.J.
• Development of çue gas desulphurisation concepts for ships together
with Nordkalk.
13
Investor Relations
summary
Rettig Group is a family held company with a pro-active
funding strategy. Our funding policy is designed to give Rettig
6394%'')7783%:%6-)8=3*æ2%2'-2+7396')7%8%2=8-1)@
!)æ2%2')39634)6%8-327&=79440)1)28-2+396-28)62%00=
generated funds with external loans. We have short-term
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æ2%2'-%0ç)<-&-0-8=@
We aim to communicate our strategy clearly with a high
degree of transparency. To achieve this Rettig Group reports
59%68)60=A%66%2+)794(%8)7%2(%2%229%0%4-8%0%6/)87
Day for its core banks and debt investors. We also arrange
informational meetings for our core group of banks.
Financial calendar
Financial Statements Release for the year 2013
Publication of the Annual Report 2013
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Contact
Further information about Rettig Group including its investor
relations activities is available on the company’s website
;;;@6)88-+@æ@259-6-)7'%2&)7)2883-6°6)88-+@æ@
Outstanding bonds
ISSUER
AMOUNT
EUR
MILLION
COUPON
(ANNUAL)
ISSUE DATE
MATURITY
DATE
STATUS
LISTING
RATING
ISIN
Rettig Group
Ltd.
@îa
Ä
22.6.2010
ìì@@ìíî
Senior,
unsecured
Not listed
n/a
ííííîìí
Rettig Group
Ltd.
100
@ìÄ
ì@@ìíîì
ì@@ìíî
Senior,
unsecured and
unsubordinated
Not listed
n/a
íííí
a*8)6&9=O&%'/'3140)8)(32ì'83&)6ìíîI36-+-2%0%13928%8-779)îíí1-00-32J@
Funding structure
)&81%896-8=463æ0)
on 31.12.2013
on 31.12.2013
EUR million
120
100
80
60
• A Ä
• Ä
• PAPERîÄ
• Ä
14
í
20
0
2014
2015
2016
2017
• • BOND 2018
2019
2020+
2
2020
• BOND • RETTIG GROUP ANNUAL REPORT 2013
BUSINESS OPERATIONS
Growth through risk
diversification and
sustainable solutions
15
Rettig ICC
Rettig ICC’s proætability in 2013 improved
slightly despite the negative market trend.
The product portfolio of Rettig ndoor limate omfort IJ
comprises hydronic and electric heat emitters. The main
product, comprising almost two-thirds of sales, is steel panel
radiators, but the business also beneæts from substantial
sales of bathroom and other kinds of decorative radiators,
convectors and Q of increasing importance Q underçoor
heating. Rettig is also active in valves and controls for
hydronic heating systems and stainless-steel chimney
systems. The business uses the latest manufacturing
technology and generates and adapts new product designs to
ensure that customers receive more indoor climate comfort
using less resources and energy, thereby generating lower
emissions.
Although its sales in hina, Japan and the USA mean
that Rettig can be called a global player, the largest
part of the business is done in Europe, where Rettig operates sales forces in virtually all European countries.
Heating and sanitary wholesalers, as the main business
RETTIG ICC IN BRIEF
MISSION More indoor climate comfort with less resources,
energy and emissions.
VISION Europe’s leading supplier of heat emitters and indoor
climate comfort solutions. Growth from related and new markets.
CUSTOMER BASE The largest direct customers are sanitary
and heating wholesalers based in northern, western, central and
eastern Europe but increasingly also in North America and Asia.
Vogel&Noot targets mid-sized to big heating applications, while
Purmo Radson is focused on domestic housing and small heating
applications.
MARKETS Austria, Belgium, France, Germany, Poland, Russia,
Sweden, the UK and others.
PRODUCTS AND SERVICES ndoor climate comfort.
16
partners, are supported via close contacts with all key
decision makers within the supply chain, such as architects,
heating engineers and installers. n addition to sales
activities, Rettig runs extensive marketing initiatives
to create brand awareness for the various brands in its
portfolio. n addition to the main brands, Vogel&Noot and
Purmo Radson, these include Myson, Finimtal, LV and
Thermopanel. The MMA brand is used for the valves and
controls business in Sweden.
Hewing GmbH, which was acquired in 2012, sells its
principal product, underçoor heating pipes, to the Rettig
brands and additionally to other businesses as an OEM
supplier. With Hewing included, Rettig operates 1 plants
in 11 different countries.
Operating environment 2013
Rettig ’s core markets were, with some exceptions, all
depressed in 2013. The problems in the euro zone affected
demand for all heat emitters. However, Rettig ’s most
important market, Germany, proved to be very stable
throughout the year, and the business experienced some
growth in volumes driven by close relationships with key
customers. Sales in Germany of underçoor heating products,
including those from the recent acquisition, Hewing GmbH,
picked up well as the year progressed. However, France,
the Netherlands and especially Austria all suffered from
weak demand for all products, although Rettig ’s Belgian
business saw some improvement over 2012, driven to some
extent by improved productivity and service levels from the
Zonhoven factory.
The United Kingdom saw some market growth, partly
caused by British government assistance to ærst-time house
buyers. The UK steel-panel market grew by per cent in the
year, the ærst market growth for almost ten years. Rettig
’s brands in the UK, principally Myson and Purmo, made
progress through a combination of market growth and the
gaining of some large contracts.
On the other hand, in the Nordic region, Rettig ’s
Finnish business reçected the sluggish state of the euro
zone, and the business in Sweden was also slow, showing
little growth over 2012. Similarly, one of Rettig ’s most
important markets, Poland, continued to suffer from poor
economic prospects and from some especially æerce
competition. n common with 2012, however, business was
good in both Russia and hina and there were increased
shipments thanks to increased demand for modern gasboiler/steel-panel radiator heating systems as a consequence
of economic growth and direct government intervention in
the form of increased housing construction.
2013 strategy implementation
n line with the strategy of the business, Rettig ’s key
actions in 2013 focused on the development of new innovative
product solutions, the simpliæcation of operations and growth
in target markets. Equally, Rettig Group’s clear commitment
to long-term environmental and social responsibility was also
demonstrated in a number of activities in 2013.
INNOVATION
The new Research entre in rimmitschau in Germany
commenced activities and recruited staff. Rettig continued to carry out research into new materials and
new product concepts that, although not yet ready for the
marketplace, will start to provide the brands with a range of
new, low-energy-use and çexible products in future years.
At the same time the Research entre will continue to work
with leading universities and with governments in many
countries to assist in the development of heating systems,
new building designs and the regulations that will govern
them.
Key actions in 2013 focused
on the development of new
innovative product solutions,
the simpliæcation of operations
and growth in target markets.
n a similar vein, early in 2013 Rettig opened a new
production facility in the Mosonmagyaróvár plant in Hungary
for the mass manufacture of the new low-energy ULOW E2
product, which, after a successful launch in Germany and
Austria, was launched in both France and the UK in 2013. The
product has been so well received that plans are in place to
introduce new derivatives of this concept. The UK-produced
iVector product, a high-heat-output convector that was well
received by British customers on its introduction in 2012,
was launched in Poland in 2013. Once again, it is planned to
extend the product into other markets in the future.
The year 2013 also saw the completion of æeld trials of a
new electric radiator, designed and produced in Gateshead in
the UK. Based on the Myson brand’s legendary and popular
“round-top” design of hydronic radiator, the new electric
radiator was launched in the UK in spring 2013, and with its
contemporary design it quickly proved to be a success. As a
consequence Rettig decided to launch the new product
in both Sweden and France in 201 and to discontinue
production of the existing electric radiator made in the
Järpås factory in Sweden. Production there will wind down
throughout the ærst half of 201.
17
The focus is on innovation,
on products that reduce
energy usage, on examining
opportunities to make our
world a cleaner, better place.
SIMPLIFICATION OF OPERATIONS
One of the obvious beneæts of introducing the new
Gateshead-produced electric radiator is that it takes
advantage of the production capacity and skills in that plant.
Although costs for labour per hour and transportation are
constantly increasing in all countries, Rettig has always
been successful in compensating for this via improved
processes and alternative ways of working to reduce
downtime, energy usage and waste. n 2013 this activity took
on a new, more standardised form, in the shape of a LEAN
programme, which was introduced to a number of plants in
the year and will be continued into 201 and beyond. This is
a signiæcant investment in terms of both cash and time, and
complements the ongoing investments in both replacement
and new machinery and other facilities.
Rettig ’s principal producer of underçoor heating pipe,
Hewing GmbH, based in Ochtrup in Germany, beneæted from
such an investment in 2013. The new logistics centre reçects
Rettig ’s willingness to invest to ensure better customer
service, lower energy use and a simpler way of doing things.
The rollout of the enterprise resource planning IERPJ
project continued to make good progress in 2013. This
project will ultimately ensure that Rettig ’s plants and
sales ofæces use the same T system, greatly simplifying
matters and ensuring that our factories can “talk to each
other” electronically to optimise production and stock levels.
Rettig in France successfully implemented the system
in spring 2013, and work is well advanced to see a similar
implementation in the UK in early 201.
GROWTH
Although 2013 saw sales levels slightly below those of 2012,
the business did experience some sales growth in eastern
Europe, Russia and hina. Rettig won some key contracts
in these markets, including a contract to provide steel
18
Turnover
EUR million
600
íí
íí
300
200
100
0
09
10
11
12
13
09
10
11
12
13
10
11
12
13
EBITDA
EUR million
80
panel radiators from our Rybnik plant in Poland to a large
():)0341)283*(31)78-'%4%681)287-22368,O)%78)62,-2%@
0)%60=8,-7-7%2%6)%*36*968,)6():)0341)28A%2()88-+
intends to devote more resources here, aligning the sales and
marketing structure accordingly whilst taking advantage of
the reorganisation to reduce costs. These changes will take
40%')-2ìíî@)74-8)8,)2)+%8-:)1%6/)886)2(-2ìíîA8,)
&97-2)77T7463æ8%&-0-8=-1463:)(70-+,80='314%6)(830%78
year’s levels, thereby halting a downwards trend visible for a
number of years.
60
í
20
0
People
Neil Macpherson, who joined the business in the UK in
ìííA;%7%443-28)(3*)88-+32î%29%6=ìíî@
3732+)67;%7%443-28)()498=-2%((-8-3283,-7
6)74327-&-0-8-)7%7,-)*4)6%8-327*æ')6%88,)7%1)8-1)@
-2(%966-)78)44)(94*631,)6437-8-32%7-6)'836-2
8,)%2(6)0%2(83&)'31),-)*)67322)0*æ')6*631
1 October. Linda was appointed to her new role following the
decision of Astrid Tschernitz to leave the business.
Market outlook
)88-+T7786%8)+=-7'0)%6B83+63;-28%6+)81%6/)87A
simplify operations and innovate new solutions. Rettig
T71%2%+)1)28-7'32æ()288,%8'3786)(9'8-327%2(
7-140-æ'%8-32%'8-327;-00()0-:)66)79087%2(8,%88,)
renewed focus on sales growth beyond the traditional core
1%6/)87;-00'328-29)83&)2)æ88,)&97-2)77@,)*3'97
on innovation, on products that reduce energy usage, on
examining opportunities to make our world a cleaner, better
place, is surely the correct path to take, and consequently
8,)&97-2)77-7033/-2+*36;%6(-283ìíî%2(&)=32(;-8,
'32æ()2')@)88-+T7'97831)66)0%8-327,-47;-006)1%-2
8,)&%'/&32)3*)88-+T779'')77@
Capital employed
EUR million
300
ìí
200
îí
100
í
0
09
19
HEWING GMBH LOGISTICS CENTRE
A commitment to cleantech principles played
a major role during the design process.
);-2+1&;%7%'59-6)(&=)88-+-2ìíîì%2(
-7%1%29*%'896)63*-8792()6ç336,)%8-2+4-4)7@%7)(
in Ochtrup in Germany, Hewing had long outsourced its
warehousing and logistics. The project to bring this in-house
started in 2012 with the intention of reducing costs and
86%2743688-1)@!-8,2)%60=1-00-323*-2:)781)28
6)59-6)(A8,-7;%7)88-+T7%2();-2+T70%6+)78463.)'8
for some years.
Environmental impact and the commitment to cleantech
principles played a major role during the design process. The
whole warehouse and logistics building is heated by waste
heat recovered from the factory, so the energy saving is
3:)6
í4)6')28@')O*6))869'/6%147)2796)8,%8237%08-7
needed in winter. However, the main environmental impact
comes from the elimination of the transport to the existing
external warehouse, saving 60,000 litres of fuel each year.
The whole building is designed to accommodate 9,000
pallets, enough for the present and for future expansion. And
2%896%00=8,)&9-0(-2+,%7%)88-+92()6ç336,)%8-2+
system: half from the Purmo brand and the other half from
Vogel & Noot – but all of it supplied by Hewing.
MANUFACTURING LEAN PROGRAMME
The programme, in line with the strategy to
produce “more with less”, was introduced to
a number of Rettig ICC plants.
20
The Rettig Group strategy is to create “more with less”, and
-28,)'328)<83*)88-+8,-71)%27+)2)6%8-2+136)
-2(336'0-1%8)'31*368;-8,0)776)7396')7A)2)6+=%2(2
emissions.
,))88-+1%29*%'896-2+8)%1-()28-æ)(8,)2))(
for a LEAN programme in 2013, following a sequence of
planned initiatives in previous years.
2ìíîî8,)-2-8-%8-:);%70%92',)(A6)59-6-2+0%28
Managers to focus on creating safe, productive, standardised
%2()2:-6321)28%00=*6-)2(0=;36/-2+>32)7@2ìíîìA
8,):)6%0059-41)28**)'8-:)2)77IUVJ-2-8-%8-:)
was launched, which concentrated on resolving costly
&3880)2)'/7-2;36/ç3;7%2(%440=-2+%7-2+0)O1-2()(%2(
*%'8O&%7)(*3'9732-1463:-2+)59-41)28)*æ'-)2'=Q0-8)6%00=
increasing the amount of time the equipment is in productive
use. This has been achieved by involving all operators and
staff in Small Group Activities and using visual aids in each
production zone to show what improvements have been
achieved and what corrective action is necessary. Rettig
4)6%8-3271%2%+)1)28,%:)*392(8,%88,-76)59-6)(
a different form of hands-on management and stimulated
greater training needs.
Therefore, in 2013, a formal LEAN programme was
-2863(9')(83%291&)63*)88-+40%287@,-7463+6%11)
encompasses the key points learnt from the earlier activities,
and, in the broader plant context, has shown that eliminating
non-value-added activities in the complete value chain
from raw-material processing to customer delivery and
simplifying activities reduces costs and improves product
quality, delivery service and employee motivation. However,
a commitment to the LEAN programme also implies the
recruitment and retention of key talent and minimising
78%**89623:)6@327)59)280=A)88-+,%7-2863(9')(%
succession-planning process and a new group-wide training
programme to prepare the leaders of tomorrow.
Nordkalk
In 2013 proætability improved. Nordkalk
implemented costOefæciency measures and
introduced new products.
Nordkalk is northern Europe’s leading supplier of limestonebased products for industry, agriculture and environmental
care. The company has activities in nine countries and at over
30 locations in the Nordic and Baltic Sea region.
Nordkalk’s limestone-based products are an important
ingredient in numerous production processes as they purify,
neutralise, æll and stabilise. The products are a prerequisite
of modern society as they contribute to clean water,
food, energy and products with less resources and lower
emissions.
Nordkalk’s customers operate in the pulp and paper,
chemical, construction, metals and mining industries as well
as in environmental care and agriculture.
n 2013 total sales of limestone-based products grew
somewhat in comparison with 2012. Demand in the pulp
industry was good, as pulp mills were running at high
utilisation levels throughout the year. Nordkalk introduced
new products and was able to expand its overseas deliveries.
While demand from the paper industry was more volatile,
Nordkalk managed to maintain sales at last year’s level. The
paper industry is going through long-term structural change
as the use of graphics paper is decreasing in Europe. This has
an impact on the demand for certain limestone-based paper
pigments.
Demand for limestone-based products in the
construction segment dropped in all countries where
Nordkalk operates. Building work in infrastructure projects
decreased, which led to reduced soil-stabilisation projects
in Finland and Sweden. n Poland road construction projects
were affected by reduced EU funding and competition was
also tough due to overcapacity in the market. New æller
products were introduced to the Baltic and Russian markets.
n Finland, efforts to sell wall rock started to pay off thanks to
deliveries to new infrastructure projects. Nordkalk’s products
for construction materials now have E markings in all
countries where the company makes the products.
Total sales of Nordkalk’s metals and mining segment were
slightly higher than a year ago. The positive sales development
is due to improved capacity utilisation at some steel plants
during the second half of 2013. The mining industry continued
at high production volumes and increased consumption of
limestone-based products.
n the segments of environmental care and agriculture,
development was very positive during 2013. Demand for
çue gas desulphurisation IFGDJ products was particularly
strong as coal-æred power plants were running at a high
rate. Demand for agricultural products was especially
good in Finland and Poland. Favourable weather conditions
in combination with marketing and branding efforts and
several new product launches also had a positive effect on
demand. Thanks to good sales to agriculture, the Kurevere
NORDKALK IN BRIEF
MISSION More clean water, food, energy and products with less
resources and emissions.
VISION Northern Europe’s leading supplier of limestone-based
products. Growth from high-value businesses and new markets.
CUSTOMER BASE Pulp and paper, chemical, construction,
metals and mining industries as well as in environmental care and
agriculture.
MARKETS Baltic countries, Finland, Germany, Poland, Russia,
Sweden and others.
PRODUCTS AND SERVICES Limestone-based products and
knowhow.
21
production unit in Estonia reached the group wide target of
100 per cent material efæciency.
Sales to the chemicals industry were at the same level as
in 2012. Demand for wollastonite, a rare mineral used in the
production of plastics and ceramics, was strong, supported
by new exports to e.g. Russia.
Nordkalk’s vision is to be northern Europe’s leading supplier
of limestone-based products with growth from high-value
businesses and new markets. While aiming for that vision,
Nordkalk’s strategic key actions concentrate on improved
cost-efæciency, innovating new business and growing
proætably, thus turning the proæt-generation trend.
Finland co-determination negotiations concerning the entire
workforce took place in the autumn, resulting in a reduction
of about 0 employees during the ærst half of 201. Much
of the downsizing will be carried out through retirement
arrangements. n other countries operations were also
evaluated, although similar restructuring had mostly taken
place before 2013. On balance, the number of personnel
decreased in 2013 and will continue to do so in 201.
n Lappeenranta in Finland the two lime kilns dating from
the 1930s and 190s will be closed down in 201. n Luleå in
Sweden the long-term operations agreement for the lime kiln
ended at the end of 2013, and the staff of ten moved to the
new employer.
INNOVATING NEW BUSINESS
IMPROVED COST-EFFICIENCY
During 2013 Nordkalk carried out a thorough review of
its customer segments and needs as well as of its own
organisational structure, capacity utilisation and operational
model. Process improvements, from sales forecasts to
production planning and customer deliveries, were achieved.
n the æeld of logistics, cooperation with Bore was expanded.
n Nordkalk’s biggest customer segment, pulp and paper, the
main focus was on unifying the product range and in ensuring
the accuracy of customer deliveries. n Norway the joint
venture NorFraKalk was able to improve the performance of
its lime kiln.
n order to adapt to weaker market conditions, a new
and simpliæed operational model and organisational
structure with focused resources were introduced. n
22
As anticipated, demand in the Polish road construction
business was challenging in 2013. Since the peak of the
road construction boom in Poland in 2011, most of the
road projects have been completed. At the same time,
ænancial support from the European Union for the Polish
infrastructure projects dried up and start-ups of new road
projects were delayed. Once the EU support is available in
201, a revival of road construction projects is expected. To
compensate for the declined road construction market in
Poland, Nordkalk developed new products and approached
new segments in 2013, such as agriculture and some
industrial applications. Diversiæcation of the Polish customer
base and product portfolio is to continue in 201.
The purpose of Nordkalk’s Business Development and
R&D is to develop new applications for limestone-based
Turnover
EUR million
íí
300
200
100
0
Strategic key actions concentrate
32ì-1463:)(ì'378O)*æ'-)2'=Aì
innovating new business and
)2796-2+ì463æ8%&0)ì+63;8,@
know-how and products, which in turn provide cost-effective
%08)62%8-:)783'97831)67@31&-2)(;-8,2);4%8)28)(
technologies, new solutions have been developed in several
'97831)67)+1)287@2ìíî%2);463(9'84368*30-3*36
the polymer business segment was introduced. Expansion
of pilot production capacity in Pargas in Finland is to be
'3140)8)(-2)%60=ìíî@
,)I904,961-77-323286306)%J6)46)7)287
an opportunity for Nordkalk. The new Sulphur Emissions
-6)'8-:);-00'31)-283*36')32î%29%6=ìíîA*36'-2+
shipowners to look for options to comply with the strict
)1-77-320):)07*36:)77)0734)6%8-2+-28,)%6)%7
I8,)%08-')%A8,)368,)%%2(8,)2+0-7,,%22)0J@
Depending on the chosen solution and technology, this
regulation may lead to new volumes of high-value limestonebased products in Nordkalk’s home market.
During 2013 Nordkalk has conducted successful tests
of both granulation technology and various raw material
options. Nordkalk is already able to deliver smaller amounts
3*%&736&)28*36Iç9)+%7()7904,96-7%8-32J32&3%6(
vessels.
GROWING PROFITABLY
The mine and lime kiln in Louhi in Savonlinna, Finland, were
reopened in 2013 after a four-year shutdown, instantly
offering 30 new jobs at Nordkalk including its subcontractors.
09
10
11
12
13
09
10
11
12
13
10
11
12
13
EBITDA
EUR million
80
60
í
20
0
Capital employed
EUR million
íí
300
200
100
0
09
23
Nordkalk strives to have a
dialogue with its stakeholders
through public events and by
increased communications.
CONTINUED PROCESS ON GOTLAND
The Bunge project on Gotland continued throughout 2013.
n 200 Nordkalk started a permit process in order to open
a new quarry in Bunge, which is located . km north east of
Nordkalk’s current processing plant in Storugns. The quarry
permit for Bunge gained legal force back in 2009, and since
2010 a process for establishing terms, conditions and the
ænal permit has been ongoing.
On 18 June 2013 the process was further prolonged as
the case relating to terms, conditions and the ænal permit was
sent back by the Supreme ourt in Sweden to the ærst stage
of the legal process, the Land and Environment ourt. The
ænal outcome of the legal process is expected by 2016.
The mining permit at the current Klinthagen quarry
runs out at the end of 201, and Nordkalk has applied for
prolongation of the permit. As the high-quality reserves on
Gotland are running low, Nordkalk has identiæed options for
supply of limestone raw material to customers and other
Nordkalk processing plants. Old stocks of æne-fraction
limestone available at Storungs can be processed and used
over a period of some years in rotary lime kilns and grinding
plants.
During 2013 Nordkalk decided to conduct test drillings
in Buttle on central Gotland to analyse the quality of a
potentially useful limestone reserve there. The test drillings
will be carried out in the ærst quarter of 201. While Buttle is
seen as a potential quarry to follow Bunge, any prospecting
and permit process is expected to take many years.
Mining industry needs dialogue with neighbours
n recent years, in both Finland and Sweden, new mining
companies have started operations, especially in the north,
and more are still planning to join them. While the employment
opportunities are welcomed by local communities, concerns
about the environmental impact of mining are common. n
some cases this has led to strong anti-mining protests.
t is important that the mining industry earns the
acceptance and support of society at large and the local
communities where we operate. Mining companies must not
only do things right and in a sustainable way, but an open
dialogue with key stakeholders is also needed.
Nordkalk strives to have an open dialogue with its
stakeholders through public events and by increased
communications. n 2013 Nordkalk organised various events
for the public to explain plans concerning e.g. the Bunge
24
quarry on Gotland. At the end of the year, a meeting was also
successfully organised with local residents and property
owners in Buttle regarding the drilling plans there. n
Lappeenranta in Finland an ongoing environmental impact
assessment involved meetings with neighbours to discuss
the concerns of the public. Nordkalk also participated in the
biannual European Minerals Day, an open-house event at
mining companies around Europe.
Market outlook
Nordkalk’s market conditions are expected to remain
challenging in 201. The construction segment is expected
to be weak due to lack of planned projects. Sales to the steel
industry are also forecast to be lower than in the previous
year. However, long-term growth can still be expected in the
Nordic mining industry. No new mine start-ups are expected
during 201, but new investments in the industry are planned
which is expected to lead to increased demand for limestonebased products in Finland and Sweden. Positive development
is also expected in cleantech applications such as FGD
applications for energy production using waste-to-energy
concepts.
REDUCING PHOSPHORUS RUNOFF INTO OUR
SEAS AND INLAND WATERS
-1-2+%2(0-1)æ08)6(6%-2%+)%6)97)(83
reduce phosphorous runoff from agriculture
into seas and inland waters.
The Project Born exhibition, inaugurated at Lake Bornsjön
near Stockholm in September, aims to increase awareness
3*8,)&)2)æ873*7869'896%00-1-2+%2(0-1)æ08)6(6%-2%+)83
reduce phosphorus runoff into our seas and inland waters
while at the same time improving the harvest. The project
is run by Nordkalk in cooperation with the Stockholm Water
314%2=%2(-7'3Oæ2%2')(&=8,)I%08-')%'8-32
0%2J92(@
U='300)%+9))26-/36(,301%2('328)140%8)(8,)
idea of an information centre back in 2009,” recalls Lars
Wadmark, Nordkalk’s Project Manager for Project Born. “We
could see that the need for information was considerable
on all levels: politicians, authorities, county administrative
boards, advisers, consultants, sales people, farmers and
landowners all needed more information,” he says.
Phosphorus is a major source of eutrophication of
waterways, lakes and seas, reducing oxygen levels and
affecting sea life. One-third of the seabed of the Baltic
Sea is acutely suffering from reduced oxygen levels, while
î4)6')280%'/73<=+)2%083+)8,)6@,374,36970)%/%+)
from agriculture represents a substantial part of the total
phosphorus leakage.
Read more about Project Born at www.projectborn.se
ZERO ACCIDENTS IN SIX YEARS
36(/%0/T7)%08,?%*)8=8%6+)8-7>)63%''-()287@2ìíî
three of Nordkalk’s production locations reached the target
for the sixth consecutive year: Wolica in Poland, Kurevere
in Estonia and Kokkola in Finland each passed a milestone
3*ìAííí(%=7;-8,3983''94%8-32%0%''-()287@27832-%
the whole organisation has worked for one year with no
accidents.
“This excellent record is a result of our employees’
awareness and expertise in H&S issues, based on continued
improvement through training, conferences, meetings and
information materials,” states Ryszard Dudek, Senior H&S
*æ')6-236(/%0/T730-7,36+%2-7%8-32@
The entire Nordkalk Group is on the right track: since
2003, when special attention was brought to H&S, the
number of accidents has clearly declined. At the same time
the number of safety observations has steadily grown, which
is a sign of proactivity among employees to improve the
safety of their own working environment and an improved
health and safety culture within the company.
One of the three production locations to reach
the target of zero occupational accidents in
2,000 days was Wolica in Poland.
25
Bore
In 2013 the shipping industry continued to face
weak demand. Bore divested its oldest Ro-Ro
vessel, strengthened cooperation with Nordkalk
and continued its efforts for environmental
improvements.
Bore has a long history in shipping, dating back to 189.
Today, Bore offers industrial shipping services with a highly
maintained çeet, consisting of vessels that offer year-round
service and excellent ice-class certiæcation, suitable for both
Ro-Ro and General argo markets.
Bore’s expertise in shipping solutions has developed
from over a century of experience. With the future in mind,
Bore is constantly progressing towards a new generation
in sustainable shipping. The çeet is operated by a highly
competent and service-minded crew, and efæciency and
safety are the keywords for a successful and award-winning
working environment and attitude.
n August 2013 Håkan Modig succeeded Thomas Franck
as EO, as Thomas Franck retired at the end of the year.
n 2013 the shipping industry continued to face weak
demand from both line operators and industrial customers
in combination with overcapacity of tonnage, high bunker
costs and increasingly tough environmental requirements.
The Maritime Labour onvention IMLJ was implemented
in August 2013, with compliance inspections carried
out throughout the fleet. The industry was also engaged
in developing technical solutions to meet the Sulphur
Directive that is to be implemented in the northern
European Emission ontrol Areas IEAJ Q including the
Baltic Sea, the North Sea and the English hannel Q as of
January 201.
The Ro-Ro vessels M/V Bore Song, M/V Norstream and
M/V Norsky were continuing their trade for P&O Ferries in the
trafæc on the English hannel between the UK, Belgium and
the Netherlands.
M/V Estraden has been in service throughout the year for
Mann Lines between the UK and Finland via mainland Europe.
The charter with Fret etam, carrying Airbus components
on behalf of Louis Dreyfus, has kept M/V Bore Sea engaged in
the trade between France, north Africa, taly and Spain.
M/V Seagard, chartered to Transfennica, has been running
on her route between the UK and Finland via Germany and
St Petersburg.
n the car feeder segment, the car carriers M/V Auto
Bank, M/V Auto Bay and M/V Auto Baltic are all chartered to
UE IUnited European ar arriersJ. All three vessels were
busy throughout the year.
GENERAL CARGO SEGMENT
M/V Klenoden continued trading for Hacklin on the container
trafæc between Finland and Germany.
BORE IN BRIEF
MISSION More industrial sea freight services with less fuel and
emissions.
VISION Leading short-sea shipping service provider with a
sustainable and energy efæcient çeet.
RO-RO SEGMENT
CUSTOMER BASE Established line operators and industrial
customers, including Nordkalk.
n 2013 the Ro-Ro Iroll-on roll-offJ segment, with a customer
base of established line operators, represented over half of
Bore’s turnover.
MARKETS The Baltic Sea, the Bay of Biscay, the Mediterranean
Sea, the North Sea.
26
PRODUCTS AND SERVICES ndustrial shipping services.
Fleet list, January 2014
All vessels have Ice Class 1A or 1A Super
Ro-Ro
Flag
Registry
Built
Lenght o a
Dwt
GT
Speed
Lm
Bore Sea
Finnish
Bore Song
Finnish
Helsinki
2011
19.0 m
13,62
2,86
19.0
2,863
Helsinki
2011
19.0 m
13,62
2,86
19.0
2,863
Norstream
Norsky
Dutch
Rotterdam
1999
180.00 m
11,00
20,296
20.0
2,630
Dutch
Rotterdam
1999
180.00 m
11,00
20,296
20.0
2,630
Estraden
Finnish
Helsinki
1999
162.0 m
9,00
18,20
19.0
2,300
Seagard
Finnish
Mariehamn
1999
13. m
,226
10,88
23.0
1,606
Auto Bay
Finnish
Helsinki
199
138.0 m
6,06
19,09
20.2
93
Auto Bank
Finnish
Helsinki
1998
138.0 m
6,02
19,10
20.2
93
Auto Baltic
Finnish
Mariehamn
1996
138.0 m
6,16
18,99
20.0
93
General cargo
TEU/14
Klenoden
Finnish
Helsinki
1991
103.0 m
,3
3,828
1.3
3/221
Ostgard
Dutch
Rotterdam
2001
89.2 m
3,
2,868
12.
,808
Westgard
Dutch
Rotterdam
2000
89.2 m
3,80
2,868
12.
,808
Sydgard
Dutch
Rotterdam
2000
89.2 m
3,
2,868
12.
,808
Nordgard
Dutch
Rotterdam
1999
89.2 m
3,13
2,80
11.
,68
Swegard
Finnish
Mariehamn
2001
9.96 m
,90
2,99
11.
6,180
Fingard
Finnish
Mariehamn
2000
9.96 m
,93
2,99
11.
6,180
CBM
Chartered-in general cargo vessels
Trenland
Finnish
Helsinki
1989
10.81 m
,02
3,826
1.0
6,0
Najland
Finnish
Helsinki
1989
10.81 m
,02
3,826
1.0
6,0
Dwt: Deadweight tonnage GT: Gross tonnage Lm: Lane meter TEU: Twenty foot equivalent unit CBM: ubic meter
27
Strategic actions for Bore are to
divest vessels and renew the çeet,
to support Nordkalk as one of its key
customers and to develop solutions
to enable the reduction of emissions.
The ontract of Affreightment cargo situation was at a
satisfactory level but the spot-market rates were decreasing
due to overcapacity of tonnage. A shortage of position trips
within the Baltic Sea resulted in lower utilisation of the cargo
capacity during the ærst half of the year.
n early summer, Bore was lacking tonnage, which was
covered by chartered-in vessels to meet the southbound
customer obligations. August was a turbulent month,
with many dockings and spot voyages, whilst southbound
contract trips were scarce due to holiday periods in both
France and the UK.
During the latter part of the year, the oA business
experienced rising spot rates and there were signs of
recovery. Also, due to some weather-dependent delays and
increased contract bookings compared to çeet capacity,
an extra vessel was short-term chartered in to meet the
southbound contractual obligations.
Throughout the year, the bunker prices have been at a
constant high level, with somewhat downward trends during
the last quarter.
Bore’s vision is to become a leading short-sea shipping
service provider with a sustainable and energy-efæcient
çeet. Strategic actions for Bore are to divest vessels and
renew the çeet, to support Nordkalk as one of its key
customers and to develop solutions to enable the reduction
of emissions.
28
DIVEST TO RENEW
As part of translating the Bore vision into practice, the oldest
Ro-Ro vessel, M/V Norqueen, was divested at the beginning
of March and delivered to her new owners in Piraeus in
Greece. Through this divestment the average age of the Bore
çeet was loweredC meanwhile, it enabled Bore to take another
step towards meeting environmental goals, as M/V Norqueen
had high bunker consumption.
SUPPORT NORDKALK
During 2013 Nordkalk’s shipping function was integrated into
Bore as the new Bore Logistics Team was set up with a clear
aim to optimise Nordkalk’s sea transports and achieve cost
synergies for Rettig Group. The ærst year of the cooperation
ran smoothly, giving a solid foundation for further integration.
At the beginning of 2013, Bore chartered M/V Beatrix,
a bulker with a 1,000-tonne dead-weight cargo capacity,
to serve Nordkalk’s cargo çows to Luleå in Sweden and
Kokkola in Finland from Storugns in Sweden and Paldiski
in Estonia. Despite some delays due to ice conditions and
waiting time for ice-breaker assistance, the vessel served
well throughout the year on this trade. Apart from several
short cargoes on the Baltic Sea, Bore’s General argo çeet
traded regularly with limestone on the route between alais
in France and Köping in Sweden.
During late spring, M/V Swegard and M/V Fingard also
served Nordkalk due to increased shipping demand and
higher cargo levels.
REDUCING EMISSIONS
,)=)%6ìíî;-00&6-2+',%2+)7838,)7,-44-2+-2(9786=
-28,)2368,)629634)%21-77-323286306)%7IJA
including the Baltic Sea, the North Sea and the English
,%22)0@ %6-397)2:-6321)28%06)786-'8-327,%:)+6%(9%00=
&))2)2*36')(%'63778,)7-26)')28=)%67@73*%29%6=
ìíîA8,)7904,96)1-77-327%003;)(-21%6-2)*9)07;-00&)
reduced to 0.10 per cent from today’s 1 per cent.
Switching from the presently used heavy fuel oil to marine
diesel will result in an increase in fuel costs. Therefore, all
possible measures to reduce consumption will be taken: slow
steaming and energy-saving investments will be made prior
to the implementation date.
236)T730)<±:)77)07A^ 36))%%2(^ 36)
Song, current and future environmental issues have been
taken into consideration. The two vessels are therefore the
forerunners for economical and sustainable shipping. They
%6))59-44)(;-8,%2%4463:)(%2(')68-æ)(%00%78!%8)6
Treatment System, as well as with ecological solutions that
reduce fuel consumption, such as minimum hull resistance,
advanced engine systems and a frequency converter,
which enables the vessels to operate in combinator
mode to produce lower rpm levels. Bore has achieved
remarkable energy savings on board M/V Bore Sea with
several pioneering technological solutions, by using NAPA’s
48-1-7%8-327=78)1%2(!)',3098-327T I %6-%&0)
6)59)2'=6-:)J831%2%+)34)6%8-327-2'31&-2%836
mode. As a result, the vessel has achieved impressive
)2)6+=%2(*9)07%:-2+73*%6392(î4)6')28@!-8,79',
good results M/V Bore Sea is placed among the best
4)6*361)67-28,);360(%2(-78,)1378)2)6+=O)*æ'-)28
Ro-Ro ship of this size – a much-featured topic on various
technological forums.
36-876)1%-2-2+ç))8A36),%746)4%6)(%8,6))O
year ecological adjustment plan, focusing on fuel-saving
%08)62%8-:)736*9)0'0)%2-2+)59-41)28I7'69&&)6J
alternatives.
Other highlights of 2013
*8)68,)+33(3688%8)328630-274)'8-326)790873*8,)
7,-47A36);%7'0%77-æ)(%U-+,)6*361%2')'314%2=VA
and therefore the inspection frequency of most ships is
ì1328,7@
290=8,)0%78:)77)07;)6)-274)'8)(A%4463:)(%2(
')68-æ)(92()6ìííI%6-8-1)%&39632:)28-32J@
7%6)79088,);,30)36)ç))8;%76)%(=*368,)ìíí
coming into force in August 2013.
36)'328-29)('334)6%8-32;-8,8,))%1)2T7,96',
%2(8,))%1)2T7;)0*%6)36+%2-7%8-32IJ*368,)
physical and psychosocial well-being of the seafarers on
board. Bore was given the Safest Workplace Award by the
-2796%2')'314%2=0%2(-%%6-2)2796%2')*368,)7)'32(
consecutive year.
Turnover
EUR million
80
60
í
20
0
09
10
11
12
13
09
10
11
12
13
10
11
12
13
EBITDA
EUR million
ì
20
î
10
0
Capital employed
EUR million
300
ìí
200
Market outlook
The challenging business climate is expected to continue
-2ìíî@3;):)6A%003*36)T73O3:)77)07%6)',%68)6)(
8,639+,398ìíî@31))88-+,8)66)+90%8-3273*7904,96*9)0
)1-77-327-28,)-2ìíîAìíî;-00&)%=)%63*,-+,)6
levels of investments into environmentally friendly solutions.
îí
100
í
0
09
29
EFFICIENCY WITH CLASSNK-NAPA GREEN
SOFTWARE
As part of Bore’s cleantech agenda the company
has installed new software for its vessels.
The energy savings achieved on board M/V Bore Sea have
been impressive and have received a great deal of attention in
the industry.
On 10 June 2013 Bore announced that the company will
-278%000%77O7,-4)*æ'-)2'=73*8;%6)32&3%6(
8,)îAì(;8A,-+,0=)*æ'-)283O3:)77)0^ 36)32+@
The decision followed extensive sea trials on board sister
ship M/V Bore Sea during 2012, which proved that NAPA
34)6%8-32%0)*æ'-)2'=73*8;%6),%(0)(83%@4)6')28
reduction in fuel consumption.
The software was also installed on M/V Seagard and was
up and running in December 2013.
Bore has for some time been working closely with
software company NAPA on operational software solutions
for vessels.
These installations are part of Bore’s cleantech agenda,
833**)6',%68)6)67)*æ'-)2'=%2(03;)6)(*9)0'3787%2(
*36%+6))2)6*9896)-27,-44-2++)2)6%00=@=7-+2-æ'%280=
6)(9'-2+8,)ç))8T7'%6&32*33846-28A8,-7-2:)781)28%073
1)%27%7-+2-æ'%28%(:%2')1)28-236)T7%+)2(%*36136)
sustainable shipping.
ALANDIA MARINE INSURANCE’S
SAFEST WORKPLACE IN SHIPPING
One of Bore’s main initiatives is to ensure a healthy and
well-balanced working environment for its employees. A
7-+2-æ'%28*%'836-2%',-):-2+8,-7+3%0-736)T76):)28-:)
Healthcare scheme, which is based on the mindset and
motivation of the Bore crew and personnel. This includes
the Bore Quality and Safety Department’s initiatives and
approaches to a safer working environment, visits from
8,)-22-7,)%1)2T7)6:-')IJ)%08,%2(!)0*%6)
366)7432()28A%2()%1)2T7',%40%-27A83(-7'977%2(
implement healthy routines on board, as well as to give social
and psychological support. Equally, Bore promotes active
participation in sports events and the development of vesselsuitable gyms and recreational areas.
Bore’s orientation towards healthier and active lifestyles
has also made an impact on the company’s overall statistics.
Work-related accidents continue to be reduced in the working
environment. As a result, in 2013 Bore was named Alandia
%6-2)2796%2')T7%*)78!36/40%')-2,-44-2+*368,)
second year running for its health and safety initiatives.
The efforts for the working
environment has given results.
30
Financial
statements
Report of the Board of Directors 32
Income statement 36
Balance sheet 37
Cash çow statement 38
Accounting principles 39
Notes to the ænancial statements 41
Five-year review 53
Calculation of ænancial ratios 53
Auditor’s report 54
31
Report of the
Board of Directors
General information
The year 2013 was characterised by weak growth in
Europe. The EU-wide recession, which began in the fourth
quarter of 2012, persisted well into 2013. The underlying
structural problems in several EU countries stabilised
during the year, but continued to hamper economic growth
in the region.
Despite the commercial challenges, in 2013 the
company’s business performed in accordance with plan.
The ænance markets were cautiously optimistic. ccess
to ænancing for companies improved compared with the
previous year. The banking sector showed a greater interest
in ænancing companies, and conædence in ænancing through
commercial papers rose among ænancial institutions in
several central European countries.
The company’s heating solutions and indoor climate
systems business remained stable during 2013 and
proætability improved, despite sales remaining on a par with
the previous year.
The company’s limestone business was also stable during
2013; sales rose slightly and there was an improvement in
year-on-year proætability.
In 2013 the company’s shipping business continued to be
weighed down by a combination of market overcapacity of
vessels and low charter rents.
Group structure
Rettig Group Ltd, headquartered in Helsinki in Finland, is
the parent company of the Rettig Group (“the Group”),
and is a wholly owned subsidiary of Rettig Capital Ltd.
The parent company Rettig Group Ltd’s main activities
comprise the sale of services to units within the Rettig
ICC, Nordkalk and Bore business areas, as well as to other
Rettig companies.
32
The Group’s heating solutions and indoor climate
business is operated by Rettig Indoor Climate Comfort
(Rettig ICC). Operations are managed via the Netherlandsbased subsidiary Rettig ICC b.v.
Nordkalk Corporation is a wholly owned subsidiary of the
parent company Rettig Group Ltd and is headquartered in
Pargas in Finland.
Bore Ltd, which is wholly owned by the parent company
Rettig Group Ltd, manages the company’s shipping business
and has ofæces in Helsinki and ariehamn in Finland along
with a branch in the Netherlands.
Sales and performance
The Group posted total turnover of EUR 974 million
(EUR 970 million) in 2013, which represents a modest
increase of EUR 4 million compared with the previous year.
The Group’s EBIT came in at EUR 36 million (EUR 24 million),
which equates to an increase of EUR 12 million.
The improvement in EBIT is primarily attributable to
Bore, whose result in 2012 was adversely impacted by an
extraordinary write-down of the vessels’ book value to
current market value in the amount of EUR 20 million. EBIT
for 2013 include non-recurring costs for restructuring of the
business totalling EUR 12 million.
Rettig ICC
Rettig ICC is the European market leader in radiators for
waterborne heat and indoor climate control regulators. The
company’s technical heating products are manufactured
for homes and commercial buildings and are mainly sold
via sanitary and heating wholesalers in all parts, except the
south, of Europe.
Overall demand for radiator products was stable during
2013, despite an around 5 per cent fall in construction
activities in the EU compared with the previous year. A slight
decrease in sales volumes of panel radiators was offset by
higher sales of other products, including underçoor heating
systems.
n the year under review Rettig posted total
turnover of EUR million IEUR millionJ. EBT came
in at EUR 2 million IEUR 3 millionJ. The reduction in EBT
of EUR 9 million is largely attributable to non-recurring
costs relating to the winding up of production of electrical
radiators in Järpås in Sweden, and restructuring of activities,
primarily in Germany and France.
Nordkalk
Nordkalk is northern Europe’s leading manufacturer of
high-quality limestone-based products for the paper, steel
and construction material industries and environmental
and agriculture sectors. The company operates in several
countries, including Finland, Sweden, Poland, Norway,
Estonia and Russia.
Sales rose slightly during 2013 compared with the
previous year. Sales to the construction and paper industry
tailed off, while sales of limestone products to the agriculture
and environmental sector increased compared with the
previous year. Lower volumes within some customer
segments resulted in the decision to align Nordkalk’s
business model and organisation to the worsened market
situation. onsequently, Nordkalk’s headcount is being
reduced by around 80, the majority of whom are expected to
leave before the end of 201.
Nordkalk posted turnover of EUR 38 million in 2013
IEUR 31 millionJ. EBT for the year under review closed
at EUR 2 million IEUR 21 millionJ. EBT for 2013 include
non-recurring costs for restructuring of the business in the
amount of EUR million.
Bore
Bore operates Rettig Group’s shipping business and the çeet
includes Ro-Ro vessels, car carrier vessels and general cargo
vessels that trade in the Baltic Sea, the North Sea and in the
Bay of Biscay and the Mediterranean Sea.
The shipping industry experienced another challenging
year in 2013. ontinuing weak demand for industrial
products resulted in lower transport volumes. n tandem with
overcapacity of vessels and low charter rents, this squeezed
proætability.
ollaboration with the sister company Nordkalk
intensiæed during the year. Nordkalk’s business includes
extensive sea logistics operations and some of Bore’s vessels
are suited to Nordkalk’s transport requirements.
The vessel M/V Norqueen was sold in 2013, bringing the
number of own vessels in Bore’s çeet to 16.
Bore’s turnover for the year totalled EUR 6 million
IEUR 63 millionJ. EBT amounted to EUR - million IEUR
-26 millionJ. The improvement in EBT is primarily attributable
to an extraordinary write-down of the vessels’ book value of
EUR 20 million recognised in 2012.
Financing and financial position
At the end of 2013 the Group had long-term liabilities of
EUR 26 million IEUR 323 millionJ and current liabilities of
EUR 28 million IEUR 28 millionJ. The Group’s interestbearing net liabilities amounted to EUR 288 million
IEUR 32 millionJ. ash and cash equivalents totalled
EUR 8 million IEUR millionJ. At the reporting date the
consolidated equity and net gearing ratios were 2 per cent
I39 per centJ and 0 per cent I per centJ respectively.
n October 2013 the company bought back almost
EUR 2 million of the æve-year bond loan that was issued
in 2010. The residual amount of the above bond loan in the
33
amount of around EUR 8 million matures in line with the
original terms on 22 June 201.
nterest-bearing net liabilities in the parent company
amounted to EUR million IEUR 2 millionJ, while the
equity ratio was 9 per cent I per centJ. n 2011 the
parent company received a capital loan of EUR 26 million
from Rettig’s owners. The above capital loan is included
in shareholders’ equity in the calculation of the parent
company’s and the consolidated equity and net gearing ratios.
Risk factors
The greatest operational and strategic risks for Rettig ’s
activities relate to çuctuating prices of raw materials, signiæcant changes in the macroeconomic situation, major changes
in the customer base and product range, as well as access to
raw materials.
The most signiæcant operational and strategic risks
impacting Nordkalk’s business are closely related to market
demand, increased competition, access to raw materials,
energy prices and environmental requirements.
The delayed establishment of the Bunge quarry on
Gotland will probably result in various additional costs for
NordkalkC however, these are not expected to be material. At
the reporting date costs recognised in the balance sheet in
respect of the Bunge project totalled around EUR 18 million.
The main operational and strategic risks to which the Bore
business is exposed relate to customers’ operating conditions
and ænancial position, and the condition of the vessels.
Shares
The company’s shares are divided into two categories:
ordinary shares and A shares. A total of 19,000 ordinary
shares are in circulation. No A shares have been issued. One
ordinary share carries 20 votes.
34
Investments, personnel,
payroll expenses and remuneration
nvestments were made in the amount of EUR 2 million in
non-current assets and in the amount of EUR million in
product development.
n 2013 the Group employed an average of ,32
employees I2012: ,8 employeesC 2011: ,60 employeesJ,
of whom per cent I2012: 8 per centC 2011: per centJ
worked outside Finland. The Group’s payroll expenses and
remuneration for the accounting period totalled EUR 1 million
I2012: EUR 13 millionC 2011: EUR 139 millionJ.
Board of Directors, President and CEO and auditors
The Board of Directors for 2013 comprised yril von Rettig
IhairmanJ, Ann von Rettig, Tom von Rettig, Martin Granholm
IVice hairmanJ, hristoffer Taxell, Anders Moliis-Mellberg
and Bjarne Mitts.
The company’s President and EO is Hans Sohlström.
Sixten Nyman, Authorised Public Accountant, and the
auditing ærm KPMG Oy Ab were the auditors for 2013.
Outlook for 2014
Financial uncertainty in the EU is expected to persist and
growth in Europe is forecast to remain weak. The key
requirement will be to ensure that the company continues to
be positioned to meet any challenges that may arise during
201 in such a way that the businesses can be developed in a
sustainable manner.
Proposed distribution of earnings
According to the balance sheet as of 31 December 2013, the parent company’s distributable reserves were as follows:
Retained earnings 1 January 2013
EUR
31,6,92.1
Dividend decision 2013
EUR
-13,00,000.00
Fund for paid-in unrestricted shareholders’ equity
EUR
,00,000.00
Retained earnings from the current accounting year
EUR
19,01,12.6
Total distributable reserves 31 December 2013
EUR
362,508,068.05
The Board of Directors recommends that no dividend be paid
and that the distributable reserves as of 31 December 2013
be carried forward to new account.
HELSINKI, 11 FEBRUARY 2014
yril von Rettig, hairman
Ann von Rettig
Tom von Rettig
Martin Granholm
hristoffer Taxell
Anders Moliis-Mellberg
Bjarne Mitts
Hans Sohlström, President and EO
35
Income statement
NOTE
GROUP
EUR thousand
TURNOVER
PARENT COMPANY
2013
I1J
ost of goods sold
93,69
100Ä
-89,63
GROSS PROFT
18,231
Sales and marketing expenses
Administration expenses
2012
90,133
100Ä
-92,98
19Ä
1,1
2013
8,66
100Ä
0
18Ä
8,66
2012
9,022
100Ä
0
100Ä
9,022
-,110
-,81
-19
-12
-3,811
-2,26
-8,002
-8,19
Other operating income
I3J
10,62
1,06
21
38
Other operating expenses
I3J
-8,101
-,18
0
-
I2J, IJ
3,1
100Ä
EARNNGS BEFORE NTEREST
AND TA"ES IEBTJ
Financial income and expenses
IJ
PROFT BEFORE E"TRAORDNAR# TEMS
Group contribution
PROFT AFTER E"TRAORDNAR# TEMS
Direct taxes
Minority interest
NET RESULT
36
-2,02
10,29
I6J
2,86
3Ä
-22,18
1Ä
0
10,29
IJ
Ä
2,299
88
Ä
16,163
0Ä
-2,211
1Ä
86
16,9
19,92
196Ä
-896
233Ä
-896
-6,911
-2,90
-8
-22
-2,86
0
0
0Ä
-5,305
-1Ä
19,051
-10Ä
0
-2,6
1,242
12Ä
-2,003
3,1
0Ä
1,10
222Ä
-1,123
-10Ä
-12Ä
Balance sheet
NOTE
GROUP
EUR thousands
PARENT COMPANY
2013
2012
2013
2012
ASSETS
NON-URRENT ASSETS
I8J
ntangible assets
Goodwill
6,910
,600
6,029
,863
0
39
0
0
Goodwill on consolidation
11,082
1,60
0
0
Tangible assets
26,111
,3
286
266
nvestments
I9J, I10J
6,986
681,089
8,3
68Ä
9,268
61,9
68Ä
621,260
669,380
8Ä
6,09
Ä
URRENT ASSETS
nventories
I11J
108,26
110,98
0
0
Receivables
I12J
13,1
10,881
1,99
1,39
Deferred tax asset
I13J
1,9
19,38
3,83
,
2
6
0
0
,608
,182
1,96
38,931
urrent investments
ash and cash equivalents
TOTAL ASSETS
313,06
32Ä
3,02
32Ä
1,86
22Ä
198,216
23Ä
994,595
100Ä
1,104,670
100Ä
796,105
100Ä
875,725
100Ä
EUT# AND LABLTES
SHAREHOLDERS’ EUT#
I1J
Share capital
Retained earnings
Fund of invested non-restricted equity
Net result for the ænancial year
3,011
3,011
3,011
3,011
33,308
396,02
33,9
32,9
0
0
,00
,00
1,22
-,30
19,01
-1,123
3,61
38Ä
393,8
36Ä
36,19
8,
1Ä
1,6
1Ä
0
I1J
3,99
Ä
30,3
3Ä
1,030
0Ä
1,099
0Ä
I16J
26,000
3Ä
26,000
2Ä
26,000
3Ä
26,000
3Ä
Other liabilities
I1J
23,68
3Ä
608,118
Ä
03,6
1Ä
88,68
6Ä
Deferred tax liabilities
I13J
20,99
2Ä
31,60
3Ä
0
994,595
100Ä
1,104,670
100Ä
796,105
MNORT# NTEREST
PROVSONS
6Ä
39,968
1Ä
0
LABLTES
apital loans
TOTAL EQUITY AND LIABILITIES
0
100Ä
875,725
100Ä
37
Cash flow statement
GROUP
EUR millions
PARENT COMPANY
2013
2012
2013
2012
3.8
2.
0.6
1.1
ASH FLOW FROM OPERATONS
Earnings Before nterest and Taxes IEBTJ
Adjustments:
Depreciations
83.3
83.2
1.9
1.9
Write-downs
0.0
20.0
0.0
0.0
apital gains/losses included in operating income
-0.1
-1.2
0.0
0.0
Other non-cash income and expenses
nterest expenses and other ænancial expenses paid
10.2
-.
-0.1
0.0
-2.
-2.6
-23.9
-16.
nterest income received
1.
1.
18.
19.
Dividends received
0.0
0.2
6.8
30.9
Taxes paid
-11.0
-13.2
0.0
0.0
ash çow from operations excluding change in working capital
91.9
86.2
3.9
36.6
hange in current operating receivables
6.0
-0.9
-0.2
0.3
hange in inventories
2.1
-0.
0.0
0.0
-13.3
0.
-8.8
.
86.
8.
.9
.3
-2.
-3.
-0.1
-0.2
-0.3
-8.1
0.0
0.0
hange in working capital:
hange in non-interest-bearing liabilities
ash çow from operations IAJ
ASH FLOW FROM NVESTNG ATVTES
nvestments in intangible and tangible assets
Acquired subsidiary and associated companies’ shares
Sale of intangible and tangible assets
.9
1.8
0.0
0.1
nvestments in other non-current assets
0.2
0.0
0.0
0.0
ash çow from investing activities IBJ
-21.
-2.0
-0.1
-0.1
ash çow from operations and investing activities IA ´ BJ
6.9
3.
.8
.2
.
11.
0.0
11.
Repayments of long-term loans
-63.8
-108.
-63.8
-22.9
hange in long-term receivables
-0.2
-.3
1.
-38.6
3.2
6.
.
-.0
Dividends paid
-20.3
-12.
-12.0
-9.6
hange in current liabilities
-1.8
-9.3
-1.1
-19.
0.0
0.0
0.0
-1.0
ash çow from ænancing activities IJ
-91.6
-1.
-6.8
-23.3
ash çow for the year IA ´ B ´ J
-26.6
2.8
-23.0
20.9
ASH FLOW FROM FNANNG ATVTES
ncrease in long-term loans
hange in current receivables non operating
Other ænancial items
ash and cash equivalents on 1 January
.2
6.3
38.9
1.
CASH AND CASH EQUIVALENTS ON 31 DECEMBER
47.6
74.2
16.0
38.3
38
Accounting principles
All Group companies apply uniform accounting principles
based on Finnish accounting legislation, which conforms
to EU accounting directives and to generally accepted
accounting standards.
Scope of consolidation
The consolidated ænancial statements include Rettig Group
Ltd and those companies in which the parent company
directly or indirectly holds more than half of the voting
rights. Dormant companies are excluded since they have
no material impact on the disclosure of a true and fair view.
Major investments in associated companies, i.e. those in
which the parent company directly or indirectly owns
20Q0 per cent of the voting rights at the year-end, are
accounted for in the consolidated ænancial statements using
the equity method.
Consolidation principles
The acquisition of companies is accounted for using the
purchase method. The excess value of the purchase price
is allocated to the underlying balance sheet items up to
the fair value of the assets acquired, and the remaining
elimination difference is carried over as goodwill on
consolidation. f the acquisition cost of the shares is less
than the corresponding capital, the negative difference
is allocated to the values of assets and liabilities which
are considered to be the basis for the difference. The
proportion of the negative difference which cannot be
allocated is recognised as other operating income in the
consolidated income statement. ntragroup transactions,
balances and proæts, material internal margins and
dividends are eliminated on consolidation.
The ænancial results of subsidiaries acquired or divested
during the year are included in the consolidated ænancial
statements from their acquisition date up to their disposal
date. The Group’s share of the associates’ net result is
reported under ænancial items in the income statements.
The Group’s share in joint ventures is consolidated using the
proportionate consolidation method.
The minority interest in equity, including untaxed
appropriations less deferred taxes, and in the net proæt for
the ænancial year is calculated prior to the elimination of
internal transactions and balances.
Sales gains or losses on divestments of business areas
are recognised as operating income/expenses and income
taxes due to sales gains are recorded in taxes.
Non-current assets
The balance sheet values of tangible and intangible assets
are based on direct historical cost less accumulated
depreciation and write-downs. n addition, certain land
areas may be stated at revalued amounts. Asset values are
regularly reviewed. A predetermined schedule is applied
to calculate depreciation and amortisation of non-current
assets. Depreciation and amortisation is calculated using the
straight-line method over the assets’ expected useful life. As
a rule, depreciation and amortisation periods are as follows:
ntangible rights
Goodwill
Goodwill allocated to mines and quarries
Other capitalised expenditure
Buildings and constructions
Vessels
Machinery and equipment
Heavy process machinery and kilns
Other tangible assets
Q10 years
Q10 years
Q20 years
30 years
3–10 years
10–0 years
18–2 years
3–10 years
1–2 years
–10 years
Land and water are not depreciated with the exception
of quarries and mines which are subject to substance
depreciations. Amortisation of goodwill on consolidation is
generally calculated over æve years. When material goodwill
arises on the acquisition of a subsidiary, which results in the
Group acquiring a signiæcant market share, the amortisation
period may be longer than æve years, but may not, however,
exceed twenty years. The elimination difference allocated to
non-current assets on consolidation is depreciated according
to the depreciation schedule for each item. Amortisation of
consolidation goodwill that has been allocated to quarries
and mines are amortised over thirty years due to the strategic
nature of the mines.
Long-term investments comprise ænancial investments
and receivables intended to be held for more than one year.
These are valued at acquisition cost. The value of shares in
subsidiaries is reviewed annually against cash çow estimates.
Inventories
nventories are valued using the lower of cost or market
method. ost is calculated according to the FFO principle.
The cost of inventories includes, in addition to direct costs,
an appropriate proportion of purchase and production
overheads.
39
Cash and marketable securities
Taxes
ash and cash equivalents include cash in hand, bank
balances, deposits of up to three months and other funds that
are equivalent to cash.
Marketable securities comprise equity securities,
deposits and debt securities intended for resale within a
year. Marketable securities are stated at the lower of cost or
market value. hanges in market values are recognised in the
income statement under ænancial items.
Taxes for the ænancial year are shown in the consolidated
ænancial statements as a combined amount covering the
taxes recognised in single-entity ænancial statements
prepared in accordance with local tax rules.
A deferred tax asset or liability is determined by
accounting for timing differences between the tax writtendown and accounting values of assets and liabilities using
the current tax rate or the enacted tax rates effective for
the future years. Deferred tax liabilities are recognised in
full in the balance sheet, while deferred tax assets are only
recognised to the expected extent these can be utilised
to reduce future tax. Deferred tax liabilities on acquired
fair values are recognised in the consolidated ænancial
statements.
Provisions and appropriations
Accumulated untaxed appropriations, net of any deferred
tax liability, are included in the consolidated balance sheet as
part of retained earnings but may not, however, be treated as
disposable funds.
Mandatory provisions are future expenses that are
judged to be imminent and which will probably not generate
any future income. These are charged against income as a
provision under liabilities.
The Group’s pension arrangements conform to the
customs and practice prescribed by local legislation in each
country. Pension costs, post-retirement beneæts and changes
in pension obligations are mainly recognised in the income
statement. Provisions include estimated costs for future
pensions. The retirement age of the managing directors of
Group companies varies between 60 and 6 years.
Revenue recognition
Turnover is recognised upon the exchange of goods or the
performance of services, net of sales taxes, discounts and
exchange rate differences. The delivery costs of products
sold are recorded as production expenses and bad debts are
recognised as sales and marketing expenses.
Emission rights
Emission rights are recognised using the net value method. n
other words, current values are not recognised in the balance
sheet. Emission rights acquired to cover shortfalls, and
shortfalls not covered by acquisition, are reported as a cost
provision according to their value at the balance sheet date.
Gains on the sale of surplus emission rights are recognised
under other operating income.
Research and development costs
Research and development costs are expensed in the year
they are incurred.
40
Foreign currencies
Foreign currency transactions during the year are recognised
in the ænancial statements at the exchange rates that apply
on the date at the transaction.
Receivables and liabilities denominated in foreign
currencies are translated into euro at the closing rate
determined by the European entral Bank IEBJ at the
balance sheet date. f the amount is æxed by a forward
contract, the forward rate is applied. Realised and unrealised
exchange gains and losses on receivables and liabilities are
recognised in the income statement.
Derivatives designated as hedges are measured on a
monthly basis, and any consequent unrealised gains and
losses are recognised in ænancial income and expenses on
the same basis as the gains and losses on the underlying
hedged item. Foreign currency-denominated future cash
çows can normally be hedged for up to 12 months.
Foreign exchange gains and losses relating to normal
business operations are treated as adjustments to sales and
purchases. Gains and losses associated with ænancing are
recognised as ænancial income and expenses.
With regard to shareholders’ equity, translation
differences due to exchange rate çuctuations are recognised
in the consolidated ænancial statements under retained
earnings. The income statements of all foreign subsidiaries
are translated into euro at the months’ average exchange
rates and the balance sheets at the year-end exchange rate.
Notes to the
financial statements
GROUP
EUR thousand
PARENT COMPANY
2013
2012
2013
2012
Rettig ,2
,820
0
0
Nordkalk
3,61
31,08
0
0
Bore
66,89
63,391
0
0
Other
-,31
8
8,66
9,022
93,69
90,133
8,66
9,022
Finland
20,232
20,39
1,2
1,80
Other EU countries
696,99
62,31
6,31
6,3
Other European countries
2,311
1,893
0
0
Other market areas
19,32
1,32
00
00
93,69
90,133
8,66
9,022
Wages and salaries
13,898
13,92
2,901
2,63
Pension expenses
12,30
12,08
6
90
Other social expenses
31,0
31,6
30
98
19,63
19,6
3,0
3,622
6,96
,3
92
1,11
n Finland
1,01
1,060
19
1
Abroad
3,3
3,18
0
0
,32
,8
19
1
1) TURNOVER BY BUSINESS AREA
Other includes eliminations and parent company’s activities.
Management and royalty fees reported in turnover.
TURNOVER BY MARKET AREA
2) PERSONNEL EXPENSES
Salaries and remunerations for management
AVERAGE NUMBER OF PERSONNEL
41
GROUP
EUR thousand
PARENT COMPANY
2013
2012
2013
2012
Gain from sale of æxed assets
1,0
1,22
1
Rent income
1,38
1,60
0
0
803
861
0
0
23
61
0
0
3) OTHER OPERATING INCOME
Subsidies and grants
ompensations from insurance companies
Group reserve
Other
0
3,903
0
0
6,91
,168
212
366
10,62
1,06
21
38
-,03
-6,83
0
0
-1,120
-1,129
0
0
-833
-19
0
-
0
-20,000
0
0
-12,333
-1,3
0
0
-8,6
-8,63
0
0
OTHER OPERATING EXPENSES
R&D expenses
Depreciation on goodwill and goodwill on
consolidation
Losses on divestments of æxed assets
Write-downs of æxed assets
Non-recurring expenses due to restructurings
T expenses
Other
-2,232
-2,816
0
-2
-8,101
-,18
0
-
8,12
8,91
0
0
813
83
0
0
4) DEPRECIATION BY ACTIVITY
Purchasing and production
Sales and marketing
Research and development
Administration
Goodwill
Amortisation of goodwill on consolidation
2
30
0
0
6,10
6,002
1,933
1,92
329
38
0
0
16,91
16,2
0
0
83,339
83,231
1,933
1,92
1,113
1,20
1,83
1,89
329
38
0
0
16,91
16,2
0
0
1,020
1,10
0
0
Land and water
,239
,323
0
0
DEPRECIATION BY ASSET CATEGORY
ntangible rights
Goodwill
,931
6,8
0
0
Vessels
20,101
19,6
0
0
29,06
32,162
80
8
1,110
1,131
0
0
83,339
83,231
1,933
1,92
42
GROUP
EUR thousand
PARENT COMPANY
2013
2012
2013
2012
8
38
0
0
8
38
0
0
0
0
6,831
30,82
5) FINANCIAL INCOME AND EXPENSES
Share of result, associated companies
Dividend income
Group companies
Other
1
188
0
0
1
188
6,831
30,82
nterest income
Group companies
31
33
18,21
1,99
Other
99
1,11
20
81
1,36
1,8
18,1
18,0
0
1
38
111
18,102
19,3
1,93
1,02
18,102
19,
1,980
1,13
0
0
,92
10,80
1
62
12,803
9,38
1
62
1,28
20,318
Group companies
0
0
8,282
,91
Write-downs on shares in Group companies
0
0
3,000
32,000
8,06
,19
16,86
19,1
8,06
,19
62,1
6,11
-1,18
63
-363
8
-2,02
-22,18
16,163
-2,003
Group contribution received
0
0
3,1
0
Group contribution paid
0
-2,211
0
0
0
-2,211
3,1
0
-12,3
-13,20
0
0
8
-82
-16
,6
10,20
-2
-61
-6,911
-2,90
-8
-22
nterest expenses
Group companies
Other
Other ænancial income
Group companies
Other
Other ænancial expenses
Other
Amount of exchange rate differences included in other
ænancial items
Total ænancial income and expenses
6) GROUP CONTRIBUTION
7) DIRECT TAXES
Taxes on the result for the ænancial year
Taxes for previous ænancial years
hanges in deferred tax
43
8) INTANGIBLE AND TANGIBLE ASSETS
ACQUISITION
COST 1.1.
CHANGES IN
EXCHANGE
RATES
TRANSFERS
ACQUISITION
ADDITIONS
EUR thousand
GROUP 2013
265
-6
0
0
205
11,250
-53
31
92
872
1,489
-305
0
0
0
328,974
-94
-1
267
0
12,908
-26
96
0
170
Land and water areas
99,623
-594
-298
0
66
165,678
-1,286
722
0
1,959
273
0
0
0
0
Vessels
412,611
0
0
0
0
541,475
-6,114
3,039
0
11,924
- capitalised interests
3,272
0
0
0
0
12,919
-138
489
0
896
Construction in progress
21,453
-602
-3,994
0
11,007
126
0
-84
0
252
TOTAL 2013
1,612,316
-9,217
0
359
27,351
TOTAL 2012
1,581,257
16,851
0
3,254
35,730
Development expenses
Intangible rights
Goodwill
- capitalised interests
Advance payments, tangibles
ACQUISITION
COST 1.1.
CHANGES IN
EXCHANGE
RATES
TRANSFERS
ACQUISITION
ADDITIONS
EUR thousand
PARENT COMPANY 2013
18,554
0
0
0
19
246
0
0
0
0
475
0
0
0
0
808
0
0
0
115
17
0
0
0
0
0
0
0
0
5
TOTAL 2013
20,100
0
0
0
138
TOTAL 2012
19,972
0
0
0
216
Intangible rights
Advance payments, intangible rights
44
DISPOSALS
ACQUISITION
COST
31.12.
ACCUMULATED
DEPRECIATION
1.1.
ADDITIONS
CHANGES IN
EXCHANGE
RATES
DISPOSALS
ACCUMULATED
DEPRECIATION
31.12.
NET BOOK
VALUE
31.12.
0
464
0
23
0
0
23
441
0
12,192
8,505
1,090
-41
0
9,554
2,638
0
1,184
1,140
329
-285
0
1,184
0
0
329,146
171,367
16,791
-94
0
188,064
141,082
0
13,148
8,318
1,020
-19
0
9,319
3,829
0
98,797
10,251
5,239
-41
0
15,449
83,348
0
167,073
72,804
7,931
-309
0
80,426
86,647
0
273
40
0
0
0
40
233
-24,610
388,001
185,967
20,101
0
-22,418
183,649
204,352
-3,645
546,679
406,251
29,706
-3,012
0
432,944
113,735
0
3,272
326
0
0
0
326
2,946
0
14,166
6,437
1,110
-72
0
7,474
6,692
0
27,864
0
0
0
0
0
27,864
0
294
0
0
0
0
0
294
-28,255
1,602,555
871,405
83,339
-3,874
-22,418
928,452
674,103
-24,776
1,612,316
783,011
83,231
7,492
-2,329
871,405
740,911
DISPOSALS
ACQUISITION
COST
31.12.
ACCUMULATED
DEPRECIATION
1.1.
ADDITIONS
CHANGES IN
EXCHANGE
RATES
DISPOSALS
ACCUMULATED
DEPRECIATION
31.12.
NET BOOK
VALUE
31.12.
0
18,573
10,692
1,853
0
0
12,545
6,029
0
246
246
0
0
0
246
0
0
475
475
0
0
0
475
0
-14
909
543
80
0
0
623
285
0
17
17
0
0
0
17
0
0
5
0
0
0
0
0
5
-14
20,224
11,973
1,933
0
0
13,906
6,315
-87
20,101
10,046
1,927
0
0
11,973
8,129
45
GROUP
EUR thousand
PARENT COMPANY
2013
2012
2013
2012
Shares in Group companies 1.1.
0
0
20,3
2,3
ncrease
0
0
0,000
0
9) INVESTMENTS
Write-downs
0
0
-3,000
-32,000
Shares in Group companies 31.12.
0
0
3,3
20,3
,0
6,000
138,900
226,33
0
0
22,000
22,000
21
63
0
0
Other shares and holdings
1,116
1,163
6
6
Other receivables
00
22
2
2
6,986
8,3
61,9
669,380
Receivables from Group companies
apital loan receivables from Group companies
Shares in associated companies
46
COUNTRY
GROUP SHAREHOLDING
AND VOTING RIGHTS %
10) SHARES AND HOLDINGS IN COMPANIES OWNED BY GROUP AND PARENT COMPANY
Subsidiaries owned by parent company
Nordkalk orporation
Finland
100
Bore Ltd
Finland
100
Rettig IhinaJ o. Ltd
hina
100
Rettig Metal Ticaret ve Sanayi A.S.
Turkey
100
Rettig b.v.
The Netherlands
100
Rettig Heating Group France SAS
France
100
Rettig IUKJ Ltd
UK
100
Rettig reland Limited
reland
100
Rettig nc. USA.
USA
100
Rettig Sweden AB
Sweden
100
Rettig Austria GmbH
Austria
100
Rettig SRL
Romania
100
Rettig Group eska s.r.o.
zech Republic
100
France
100
Other group companies owned by subsidiaries
Finimétal SASU
AB Markaryds Metallarmatur
Sweden
100
Rettig Belgium N.V.
Belgium
100
Rettig Germany GmbH
Germany
100
Hewing GmbH
Germany
100
Rettig Värme Ab IgroupJ
Finland
100
Rettig Heating Sp.z o.o.
Poland
100
Rettig Hungary Kft
Hungary
100
VNH Fabryka - Grzejników Sp.z o.o.
Poland
100
Rettig Hrvatska d.o.o.
roatia
100
Rettig Slovenija d.o.o.
Slovenia
100
Rettig c ve Dis Ticaret Limited Sirketi
Turkey
100
Nordkalk AB
Sweden
100
Nordkalk AS
Estonia
100
Nordkalk GmbH
Germany
100
NK-East Oy IgroupJ
Finland
100
Nordkalk Sp.z o.o.
Poland
100
Suomen Karbonaatti Oy
Finland
1
NorFraKalk AS
Norway
0
Verdalskalk AS
Norway
10
47
GROUP
EUR thousand
PARENT COMPANY
2013
2012
2013
2012
36,229
3,9
0
0
,36
,
0
0
9,239
9,1
0
0
6
16
0
0
11) INVENTORIES
Raw materials and supplies
Work in progress
Finished goods
Prepayments
Other inventories
,369
8,3
0
0
108,26
110,98
0
0
Trade receivables
111,81
116,280
6
3
Other receivables
18,329
22,023
2,9
2,09
Prepayments and accrued income
10,3
10,
63
96
0
0
10,1
12,932
12) RECEIVABLES
Group companies:
Loan receivables
Trade receivables
0
0
61
Other receivables
2,38
2,00
,98
,89
Prepayments and accrued income
0
0
2,993
2,98
13,1
10,881
11,821
1,39
MATERIAL ITEMS INCLUDED IN PREPAID EXPENSES AND ACCRUED INCOME
Accrued interests
Subsidies and grants
19
30
1
303
2,9
2,922
0
0
nsurance receivables
38
11
0
0
Rents and leases
8
88
0
0
1,023
2,
38
29
6
0
6
0
Timing differences
9,21
13,9
3,83
,
onsolidation entries
,223
,889
0
0
1,9
19,38
3,83
,
Appropriations
10,00
18,32
0
0
Timing differences
10,9
13,280
0
0
0
0
0
0
20,99
31,60
0
0
Tax receivables
Option premium
13) DEFERRED TAXES
Deferred tax receivable
Deferred tax liability
onsolidation entries
48
GROUP
EUR thousand
PARENT COMPANY
2013
2012
2013
2012
Share capital as of 1.1.
3,011
3,011
3,011
3,011
Share capital as of 31.12.
3,011
3,011
3,011
3,011
390,38
02,19
31,
36,9
-13,00
-12,000
-13,00
-12,000
-281
-0
0
0
14) SHAREHOLDERS’ EQUITY
Restricted equity
Retained earnings as of 1.1.
Dividends paid
Other change
Translation difference
Retained earnings as of 31.12.
Proæt for the ænancial year
Total shareholders’ equity
-3,69
,929
0
0
33,308
396,03
33,9
32,9
0
0
,00
,00
1,22
-,30
19,01
-1,123
3,61
393,9
36,19
39,968
33,308
396,03
33,9
32,9
0
0
,00
,00
-3,06
-6,002
0
0
Distributable funds:
Retained earnings
Less equity share of untaxed provisions
Proæt/loss for the ænancial year
Total distributable funds
1,22
-,30
19,01
-1,123
33,9
33,36
362,08
36,9
49
GROUP
EUR thousand
PARENT COMPANY
2013
2012
2013
2012
18,0
16,098
1,099
1,119
-8
2,0
-69
-20
18,18
18,0
1,030
1,099
1,31
2,128
0
1,000
15) PROVISIONS
Provision for pensions as of 1.1.
ncrease I´J / Decrease I-J
Provision for pensions as of 31.12.
hanges in the year have been recorded under
Administrative expenses, ost of goods sold, Other
operating expenses and in equity.
Provision for warranties and guarantees as of 1.1.
Provision for warranties and guarantees as of 31.12.
-61
-811
0
-1,000
1,26
1,31
0
0
6
1
0
0
-6
0
0
0
6
0
0
3,03
3,961
0
0
ncreases have been recorded under ost of goods sold.
Provisions for taxation as of 1.1.
Provisions for taxation as of 31.12.
hanges have been recorded under Direct taxes.
Provisions for recultivation as of 1.1.
180
-92
0
0
Provisions for recultivation as of 31.12.
3,21
3,03
0
0
Other provisions as of 1.1.
0
0
,820
10,120
Decrease from purchase acquisition calculation
Nordkalk
-90
-3,31
0
0
Other ncrease I´J / Decrease I-J
,9
1,01
0
0
1,08
,820
0
0
3,99
30,3
1,030
1,099
Other provisions as of 31.12.
hanges have been recorded under Other operating
expenses.
Total provisions as of 31.12.
16) Rettig Group Ltd has been granted capital loans according to the Finnish ompany Act, subordinated to all other liabilities
of the company, capital and interest payments being subject to the restrictions of the Act, by members of the Rettig family
and investors closely linked to the family. The loans amount to EUR 26 million. The term of the loans is years until 2016
with æxed interest rate of 8Ä per annum. Accrued interest on the loans as per 31.12.2013 has been booked to the income
statement of the ænancial year.
50
GROUP
EUR thousand
PARENT COMPANY
2013
2012
2013
2012
96,60
11,3
92,02
109,8
1,862
2,
0
0
18,10
200,000
18,10
200,000
8,62
,6
0
0
26,33
322,
20,192
309,8
1,20
,900
9,00
,900
18,036
22,86
1,36
21,86
Loans from credit institutions
3,98
,106
0
0
Advances received
1,01
988
0
300
8,16
91,21
1
19
17) LONG-TERM LIABILITIES
Pension loans
orporate bonds
Other long-term liabilities
LIABILITIES FALLING DUE AFTER FIVE YEARS
CURRENT LIABILITIES
urrent portion of long-term liabilities
Trade payables
Other short-term liabilities
9,916
8,6
3,638
60,98
Accruals and deferred income
62,822
63,30
8,2
9,90
Trade payables
0
0
23
13
Loan payables
0
0
30,12
2,26
Group companies:
Other short-term liabilities a
13,929
1,119
3,60
61,81
28,33
28,362
13,36
19,080
89
0
0
a Rettig apital Ltd / Thunship
MATERIAL ITEMS INCLUDED IN ACCRUALS AND DEFERRED INCOME
Tax liabilities
18
Salary accruals
22,8
21,12
61
603
Annual discounts, marketing supports
20,81
23,29
0
0
6,962
9,0
6,9
8,9
616
22
616
22
39
0
39
0
Accrued interests
Valuation of currency derivatives
Option premium
51
GROUP
EUR thousand
2013
PARENT COMPANY
2012
2013
2012
CONTINGENT LIABILITIES
Loans and credit facilities against which collateral and mortgages have been pledged:
Loans and credit facilities from credit institutions
of which outstanding
Mortgages on real estate and çoating charges pledged
Mortgages on vessels pledged
Guarantees issued on behalf of Group companies
Other commitments
8,110
96,21
82,16
90,98
8,110
96,21
82,16
90,98
8,968
11,00
0
0
1,800
1,800
0
0
10,062
12,96
10,062
12,96
0
10,01
0
0
1,88
16,831
190
21
Leasing and rental commitments:
Portion falling due during the next ænancial year
Portion for subsequent years
86,89
8,699
109
18
102,66
9,30
300
39
Derivative contracts:
urrency derivative contracts, underlying value
52
109,90
10,00
210,
1,19
nterest rate derivative contracts, underlying value
2,938
18,2
8,16
6,1
ommodity derivative contracts, underlying value
16,100
1,3
0
0
Five-year review
2013
2012
2011
2010 *
2009
9
90
968
919
2
9
80
99
132
12
13
16
88
36
2
2
60
23
1
-
13
21
8
EUR million
Turnover
outside Finland, Ä
EBTDA
EBT
Net result
Balance sheet total
99
1,10
1,126
1,060
8
Free cash çow
10
83
-9
1
apital employed
3
81
82
826
60
Return on capital employed, Ä
Net debt
3
6
288
32
366
298
1
Net gearing, Ä
0
82
66
3
Equity ratio, Ä
2
39
0
3
Net debt / EBTDA
2.2
2.6
2.
2.0
1.6
Gross investments
Number of personnel, end of period
2
11
10
9
,322
,1
,
,63
3,33
a Proforma unauditedC Rettig Group consolidated as if Nordkalk had been wholly owned from 1 January 2010.
Calculation of financial ratios
Free cash çow
= EBTDA ´/- change in net working capital - investments ´ divestments ´/- adjustments
Return on capital employed, Ä
=
Net gearing, Ä
=
Equity ratio, Ä
=
Net debt to EBTDA
=
EBT
apital employed, annual average
nterest-bearing liabilities - interest-bearing assets
Shareholders’ equity ´ minority interest
Shareholders’ equity ´ minority interest
Balance sheet total - advances received
× 100
× 100
× 100
nterest-bearing liabilities - interest-bearing assets
EBTDA rolling 12 month
Note: apital loans treated as shareholders’ equity in the calculations.
53
Auditor’s report
To the Annual General Meeting of Rettig Group Ltd
We have audited the accounting records, the ænancial
statements, the report of the Board of Directors, and the
administration of Rettig Group Ltd for the year ended
31 December 2013. The ænancial statements comprise the
consolidated balance sheet, income statement and cash
çow statement and notes to the consolidated ænancial
statements, as well as the parent company’s balance sheet,
income statement, cash çow statement and notes to the
ænancial statements.
Responsibility of the Board of Directors and
the President and CEO
The Board of Directors and the President and EO are
responsible for the preparation of ænancial statements and
report of the Board of Directors that give a true and fair view
in accordance with the laws and regulations governing the
preparation of the ænancial statements and the report of
the Board of Directors in Finland. The Board of Directors is
responsible for the appropriate arrangement of the control
of the company’s accounts and ænances, and the President
and EO shall see to it that the accounts of the company are
in compliance with the law and that its ænancial affairs have
been arranged in a reliable manner.
Auditor’s Responsibility
Our responsibility is to express an opinion on the ænancial
statements, on the consolidated ænancial statements
and on the report of the Board of Directors based on our
audit. The Auditing Act requires that we comply with the
requirements of professional ethics. We conducted our audit
in accordance with good auditing practice in Finland. Good
auditing practice requires that we plan and perform the audit
to obtain reasonable assurance about whether the ænancial
statements and the report of the Board of Directors are free
from material misstatement, and whether the members
of the Board of Directors of the parent company and the
President and EO are guilty of an act or negligence which
may result in liability in damages towards the company or
have violated the Limited Liability ompanies Act or the
articles of association of the company.
54
An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures in
the ænancial statements and the report of the Board of
Directors. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material
misstatement, whether due to fraud or error. n making those
risk assessments, the auditor considers internal control
relevant to the entity’s preparation of ænancial statements
and report of the Board of Directors that give a true and fair
view in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the company’s internal
control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of
accounting estimates made by management, as well as
evaluating the overall presentation of the ænancial statements
and the report of the Board of Directors.
We believe that the audit evidence we have obtained is
sufæcient and appropriate to provide a basis for our audit
opinion.
Opinion
n our opinion, the ænancial statements and the report
of the Board of Directors give a true and fair view of both
the consolidated and the parent company’s ænancial
performance and ænancial position in accordance with
the laws and regulations governing the preparation of the
ænancial statements and the report of the Board of Directors
in Finland. The information in the report of the Board of
Directors is consistent with the information in the ænancial
statements.
HELSINKI, 11 FEBRUARY 2014
Sixten Nyman
Authorised Public Accountant
KPMG Oy Ab
Jari Härmälä
Authorised Public Accountant
OUR PEOPLE
Ownership with
a face, tradition
and vision
55
Ownership and
corporate governance
The Board of Rettig Group is the strategic holder of Rettig
Group’s industrial operations. The Rettig Group Ltd Board
sets the targets of the Rettig Group and business areas IBAJ
with the goal of securing the sustainability of operations and
increasing the value of the portfolio.
The operations within Rettig Group are managed in a
decentralised way through relatively independent business
areas and companies. The idea of decentralisation is to
delegate operational management of business areas and
companies to employees closer to business realities and with
a better understanding of business rationale and market or
customer needs. The key operational role and responsibility
of the business areas and companies is what we call
“delivery” of operational performance according to agreed
objectives.
IRGMTJ and BA Management as well as ompany Boards.
The BAs are managed within a framework set by Rettig
Management Policies, under the direction of the Rettig Group
President and EO.
Risk management
The purposes of our risk management policy are to
• nclude in all major business decisions risk assessment
as a paramount element. The assessment may include
environmental, ænancial Iincluding treasuryJ, legal
and/or general business risksC and
• Align risk assessment to be part of our stated business
thinking and action in decision-making.
Governance system
Rettig Group is directed and controlled through the Board
of Rettig Group, Audit ommittee, Rettig Group President
and EO together with his Rettig Group Management Team
RETTIG GROUP LTD
BOARD OF DIRECTORS
PRESIDENT AND CEO /
RETTIG GROUP MANAGEMENT
BUSINESS AREA CEO /
BUSINESS AREA MANAGEMENT
COMPANY BOARD OF DIRECTORS
56
AUDIT COMMITTEE
Board of Directors
CYRIL VON RETTIG
ANN VON RETTIG
B.Sc. IEcon.J
Born 19
hairman of the Board
Member since 1988
Operational engagement:
Bore I198 – 1990J
M.Sc. ISoc. Sc.J
Born 193
Member since 1988
Operational engagement: administration
and portfolio management I198 – 1996J
MARTIN GRANHOLM
TOM VON RETTIG
M.Sc. IEng.J, D.Sc. ITech.J h.c.
Born 196
Vice hairman of the Board
Member since 200
Other board assignments: Algol Oy
IhairmanJ, Oy Norcar-BSB Ab,
Fortum orporation Advisory ouncil
Born 19
Member since 1988
President and EO 1996 – 1998
Operational engagement:
Tobacco I196 – 199J
BJARNE MITTS
CHRISTOFFER TAXELL
B.Sc. IEcon.J
Born 199
Member since 2012
Other board assignments: Rettig apital Ltd
IhairmanJ, Svenska Handelsbanken AB
IpublJ Branch Operation in Finland,
Åbo Akademi University Foundation
LL.M.
Born 198
Member since 2012
Other board assignments: Stockmann
Plc IhairmanJ, Luvata Oy, Föreningen
Konstsamfundet IhairmanJ,
Ålandsbanken Plc
ANDERS MOLIIS-MELLBERG
M.Sc. IEng.J
Born 191
Member since 2012
Other board assignments: Faxell 2.0 Oy Ab
IhairmanJ
57
Group management
58
HANS SOHLSTRÖM
HÅKAN MODIG
@'@I)',@JA@'@I'32@J
362î
6)7-()28%2(,-)*<)'98-:)*æ')6
Employed by Rettig since 2012
@'@I'32@J
362î
,-)*<)'98-:)*æ')6A36)
BERTEL KARLSTEDT
TOMAS VON RETTIG
@'@I2+@J
Born 1962
,-)*<)'98-:)*æ')6A36(/%0/
I36(/%0/7-2')ìííJ
A
Born 1980
-')6)7-()2836436%8)-2%2')%2(
Development
BERNDT LINDBERG
JOSEFINA TALLQVIST
Master of Laws
362î
ì
General counsel
@'@I'32@J
Born 1969
2:)7836)0%8-327%2%+)6
NEIL MACPHERSON
TOMAS ÖLANDER
@@I327J
362î
,-)*<)'98-:)*æ')6A)88-+
1403=)(&=)88-+7-2')ìíí
@'@I'32@J
362î
,-)*-2%2'-%0*æ')6
Business area management teams
Rettig ICC management team
Nordkalk management team
Bore management team
I%73*î%29%6=ìíîJ
NEIL MACPHERSON
,-)*<)'98-:)*æ')6
BERTEL KARLSTEDT
,-)*<)'98-:)*æ')6
HÅKAN MODIG
,-)*<)'98-:)*æ')6
JOS BONGERS
,-)*4)6%8-327*æ')6
)498=,-)*<)'98-:)
*æ')6
JARKKO KAPLIN
Vice President,
PulpPaper & Finland
Division
JÖRGEN BOLIN
Vice President,
Finance
STIG BJÖRKQVIST
,-)*-2%2'-%0*æ')6
Group Business
3286300)6
ANDERS MATTSSON
Vice President, Metals &
Mining Division
KIM EGENFELT
Shipping Logistics
Manager
LINDA CURRIE
,-)*)67322)0*æ')6
KIM NORDELL
,-)*-2%2'-%0*æ')6
KATARINA HILDÉN
Vice President,
?31192-'%8-32
WERNER
ESA TIKKA
Vice President,
Business & Management
Development
JHONNY HUSELL
Executive Vice
President,
311)6'-%0
KLAUS ROGETZER
Brand Director
Vogel&Noot
TARMO TUOMINEN
,-)*)',2303+=*æ')6
JÖRGEN MANSNERUS
Vice President,
Marine Management
JOHAN STRUYF
Director Research and
Development
KARI VAINIO
,-)*)+%0*æ')6
PETTER RUDA
Business Development
Manager
TOMASZ TARABURA
Brand Director
Purmo Radson
JAN WEBER
Vice President,
)286%0?%78)62
Europe Division
HINTERBERGER
,-)*2*361%8-32
*æ')6
59
FOUNDING DONOR OF THE NEW
CHILDRENS’ HOSPITAL IN HELSINKI
2ìíî)88-+6394()'-()(831%/)%(32%8-32;368,
%80)%78î1-00-32838,));,-0(6)27T374-8%0-2
Helsinki by providing the company’s heating products to the
40%22)(,374-8%0@)88-+6394&)'%1)8,)æ678*392(-2+
donor to make an in-kind donation. “The current premises
3*8,),-0(6)2T7374-8%0A;,-',;)6)&9-08-28,)î
í7A
are in very bad condition and do therefore no longer, serve
the purpose. We are a Finnish family business that creates
value for generations through sustainable and long-term
growth. As a family business we understand the importance
of the wellbeing of the family. While an appropriate working
environment for the hospital staff is crucial when caring for
sick children, the role and closeness of the parents is also
very important. We are happy that we can support a project
of this kind, which is so important for our society and future
+)2)6%8-327AV7%-(=6-0:32)88-+A,%-61%23*8,))88-+
Group Board.
Rettig Group Ltd
90):%6(-A@@3<îî
RETTIG ICC
NORDKALK
Oííîìî)07-2/-
www.rettigicc.com
www.nordkalk.com
Finland
www.vogelundnoot.com
)0@´
îî
www.purmoradson.com
%<´
î
BORE
www.bore.eu
1%-0Bæ6782%1)@0%782%1)°6)88-+@æ
;;;@6)88-+@æ
: Erweko
PHOTOGRAPHS:9313%22-2)2A)88-+6394A36)A36(/%0/%2()88-+%6',-:)7A4%+)ì4,383&=¥6%2%,078)(8
60
1790s
1809
1845
Steffen Cerillius
Rettig moved from
Hamburg, Germany,
to Karlskrona
in Sweden and
established a
tobacco factory
Pehr Christian
Rettig established
a tobacco factory
in Gävle, Sweden
Pehr Cerelius
Rettig established a
tobacco factory in
Turku, Finland
1897
Rettig was actively
involved in the
establishment of Bore
Steamship Company
1907
Henning von Rettig
became shareholder
in Pargas Kalkbergs
Aktiebolag
1926
Hans von Rettig
became the major
shareholder of
Bore Steamship
Company
1898
A distinguished
industrialist
and culture patron,
Fredric von Rettig, was
raised to nobility
Our history
1940
P.C.Rettig & Co bought
a majority stake of
tobacco factory Ph.U.
Strengberg & Co in
Pietarsaari, Finland
1970
1977
1994
Rettig entered the heating
industry by acquiring
Purmo Tuote-Produkt in
Purmo, near Pietarsaari,
Finland
The company’s head
office moved from Turku
to Espoo in Finland. In
1990 the head office
moved to Bulevardi in
Helsinki
Ann, Cyril, Tom and Hans von
Rettig took over responsibility
of the family business. Rettig
sold the stake in Partek
(orig. Pargas Kalkberg)
2013
Rettig Group is wholly owned,
through Rettig Capital, by the
family branches of Cyril and
Tom von Rettig
2003
1995
Rettig Group acquired the
first stake in Nordkalk. By
2010 Nordkalk was wholly
owned by Rettig Group
The tobacco business
was divested to
R.J. Reynolds
Tobacco International
Rett ig Group is a Finnish family business that creates value for
generations through sustainable and long-term growth. In all our
businesses we focus on leading market positions and more customer
value with less environmental impact.

Re ig Group Annual Report

Transcription

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